COMPANHIA DE BEBIDAS
DAS AMERICAS - AMBEV
Consolidated Financial Statements under
Brazilian GAAP reconciled
to U.S. GAAP at December 31, 2002
and 2001, and for Each of the Three Years
in the Period Ended December 31, 2002
and Report of Independent Accountants














INDEX TO CONSOLIDATED FINANCIAL STATEMENT                               PAGE

Report of Independent Accountants                                        F-2
Consolidated Balance Sheet                                               F-3
Consolidated Statement of Operations                                     F-5
Statements of Changes in Shareholders' Equity                            F-7
Consolidated Statement of Changes in Financial Position                  F-9
Consolidated Statement of Cash Flows                                     F-11
Notes to the Consolidated Financial Statements                           F-13


<PAGE>


REPORT OF INDEPENDENT ACCOUNTANTS


To the Board of Directors and Shareholders
Companhia de Bebidas das Americas - AmBev


In our opinion, the accompanying consolidated balance sheets and the related
consolidated statements of operations, of changes in shareholders' equity and
of changes in financial position present fairly, in all material respects, the
financial position of Companhia de Bebidas das Americas - AmBev and its
subsidiaries at December 31, 2002 and 2001 and the results of their operations
and their changes in financial position for each of the three years in the
period ended December 31, 2002, in conformity with accounting practices adopted
in Brazil. These financial statements are the responsibility of the Company's
management; our responsibility is to express an opinion on these financial
statements based on our audits. We conducted our audits of these statements in
accordance with auditing standards generally accepted in Brazil and in the
United States of America, which require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements, assessing
the accounting principles used and significant estimates made by management,
and evaluating the overall financial statement presentation. We believe that
our audits provide a reasonable basis for our opinion.

Our audits were performed for the purpose of issuing an opinion on the
financial statements referred to in the first paragraph, prepared in conformity
with accounting practices adopted in Brazil. The statement of cash flows which
provides supplemental information about the Company and its subsidiaries is not
a required component of the financial statements. We also applied the audit
procedures described in the previous paragraph to the statement of cash flows
and, in our opinion, it is fairly stated in all material respects in relation
to the financial statements taken as a whole.

As discussed in Note 2(k), on January 1, 2002 the Company began accounting for
its employee benefit obligations on an actuarial basis as provided by NPC No.
26, Accounting for Employees Benefits.

Accounting practices adopted in Brazil vary in certain important respects from
accounting principles generally accepted in the United States of America. The
application of the latter would have affected the determination of consolidated
results of operations, for each of the three years in the period ended December
31, 2002 and the determination of shareholders' equity, at December 31, 2002
and 2001, to the extent summarized in Note 21. As discussed in Note 21(e), on
January 1, 2002 the Company adopted SFAS No. 141, Business Combinations and
SFAS No. 142, Goodwill and Other Intangible Assets.

PricewaterhouseCoopers           Sao Paulo, Brazil
Auditores Independentes          January 31, 2003 except as to Note 20(b) which
                                 is dated as of April 17, 2003


<PAGE>


COMPANHIA DE BEBIDAS DAS AMERICAS - AMBEV

CONSOLIDATED BALANCE SHEETS AT DECEMBER 31
EXPRESSED IN MILLIONS OF REAIS
--------------------------------------------------------------------------------


ASSETS                                            2002      2001
                                              --------  --------

Current assets
  Cash and cash equivalents                    2,769.5   2,476.5
  Short-term investments                         735.4      86.4
  Trade accounts receivable, net                 679.0     802.6
  Taxes recoverable                              410.2     336.0
  Inventories                                    859.7     806.7
  Other (Note 5)                                 139.8     176.8
                                              --------  --------
                                               5,593.6   4,685.0
                                              --------  --------
Non-current assets
  Deferred income tax                          1,558.3   1,160.3
  Restricted deposits for legal proceedings      238.3     183.6
  Tax incentive investments and deposits          18.7      74.7
  Assets held for sale                           121.5     104.5
  Advances to employees for purchase of shares   324.8     215.2
  Other (Note 5)                                 444.3     496.4
                                              --------  --------
                                               2,705.9   2,234.7
                                              --------  --------
Permanent assets
  Investments
    Goodwill and negative goodwill (Note 9)      626.9     617.6
    Other                                         10.4      45.0
                                              --------  --------
                                                 637.3     662.6
  Property, plant and equipment (Note 6)       3,289.1   3,277.7
  Deferred charges (Note 7)                      155.5     168.8
                                              --------  --------
                                               4,081.9   4,109.1
                                              --------  --------
TOTAL ASSETS                                  12,381.4  11,028.8
                                              ========  ========

                                     F - 3

<PAGE>

COMPANHIA DE BEBIDAS DAS AMERICAS - AMBEV

CONSOLIDATED BALANCE SHEETS AT DECEMBER 31
EXPRESSED IN MILLIONS OF REAIS                                    (CONTINUED)
--------------------------------------------------------------------------------


LIABILITIES AND SHAREHOLDERS' EQUITY              2002      2001
                                              --------  --------

Current liabilities
  Suppliers                                      789.1     571.2
  Payroll and related charges                     59.7     141.9
  Loans and financings (Note 10)                 607.4   1,720.0
  Taxes on income payable                         74.4      72.3
  Other taxes payable                            619.4     601.2
  Other (Note 13)                                683.6     305.4
                                              --------  --------
                                               2,833.6   3,412.0
                                              --------  --------
Long-term liabilities
  Loans and financings (Note 10)               3,879.3   2,849.4
  Accrued liability for contingencies
    (Note 12)                                  1,014.9     815.5
  Sales tax deferrals (Note 11)                  306.9     347.0
  Other (Note 13)                                137.9     152.5
                                              --------  --------
                                               5,339.0   4,164.4
                                              --------  --------
Minority interest                                 79.2      88.9
                                              --------  --------
Commitments and contingencies (Note 12)

Shareholders' equity
  Subscribed and paid-up capital               3,046.2   2,944.3
  Capital reserve                                 16.6       4.9
  Revenue reserves                             1,247.3     913.7
  Treasury stock                                (180.5)   (499.4)
                                              --------  --------
                                               4,129.6   3,363.5
                                              --------  --------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY    12,381.4  11,028.8
                                              ========  ========

The accompanying notes are an integral part of these consolidated financial
statements.

                                     F - 4


<PAGE>


COMPANHIA DE BEBIDAS DAS AMERICAS - AMBEV

CONSOLIDATED STATEMENT OF OPERATIONS
EXPRESSED IN MILLIONS OF REAIS
--------------------------------------------------------------------------------


                                                        YEARS ENDED DECEMBER 31
                                                 ------------------------------

                                                     2002       2001       2000
                                                 --------   --------   --------

GROSS REVENUE                                    14,279.9   13,131.0   11,282.5
Value-added and other taxes, discounts
  and returns                                    (6,954.6)  (6,605.4)  (6,032.1)
                                                 --------   --------   --------
NET SALES                                         7,325.3    6,525.6    5,250.4

Cost of sales                                    (3,341.7)  (3,366.2)  (2,843.7)
                                                 --------   --------   --------
GROSS PROFIT                                      3,983.6    3,159.4    2,406.7
                                                 --------   --------   --------
OPERATING INCOME (EXPENSES)
  Selling and marketing                            (687.2)    (707.8)    (578.6)
  Direct distribution                              (537.4)    (467.8)    (337.0)
  General and administrative                       (373.5)    (351.5)    (373.0)
  Depreciation and amortization of
    deferred charges                               (334.6)    (256.5)    (202.3)
  Provision for contingencies and other            (123.7)     (33.9)    (269.2)
  Other operating income, net                       199.4      152.2        9.1
  Financial income (Note 16(e))                   2,530.2      358.4      374.0
  Financial expenses (Note 16(e))                (3,277.3)    (861.5)    (698.0)
                                                 --------   --------   --------
                                                 (2,604.1)  (2,168.4)  (2,075.0)
                                                 --------   --------   --------
OPERATING INCOME                                  1,379.5      991.0      331.7

NON-OPERATING INCOME (EXPENSES), NET                (72.1)       2.3       52.7
                                                 --------   --------   --------
INCOME BEFORE INCOME TAXES, PROFIT SHARING
  AND CONTRIBUTIONS AND MINORITY INTEREST         1,307.4      993.3      384.4
                                                 --------   --------   --------
INCOME TAX BENEFIT (EXPENSE)
  Current                                          (123.4)    (197.9)    (207.9)
  Deferred                                          404.0      146.0      613.3
                                                 --------   --------   --------
                                                    280.6      (51.9)     405.4

INCOME BEFORE PROFIT SHARING AND CONTRIBUTIONS
  AND MINORITY INTEREST (CARRIED FORWARD)         1,588.0      941.4      789.8
                                                 --------   --------   --------

                                     F - 5


<PAGE>
COMPANHIA DE BEBIDAS DAS AMERICAS - AMBEV

CONSOLIDATED STATEMENT OF OPERATIONS
EXPRESSED IN MILLIONS OF REAIS (CONTINUED)
--------------------------------------------------------------------------------


                                                       YEARS ENDED DECEMBER 31
                                                -------------------------------
                                                    2002       2001      2000
                                                 ---------  ---------  ---------
INCOME BEFORE PROFIT SHARING AND CONTRIBUTIONS
  AND MINORITY INTEREST (BROUGHT FORWARD)         1,588.0      941.4      789.8

  Employee and management profit sharing           (112.2)     (81.3)     (53.7)
  Contributions to FAHZ (Note 14(c))                (12.8)     (75.8)
                                               ---------- ---------- ----------
INCOME BEFORE MINORITY INTEREST                   1,463.0      784.3      736.1
  Minority interest                                  47.3        0.3     (265.9)
                                               ---------- ---------- ----------
NET INCOME FOR THE YEAR                           1,510.3      784.6      470.2
                                               ========== ========== ==========
Number of shares outstanding at year-end,
  excluding treasury shares (thousands)        38,245,915 38,620,925 38,562,858

EARNINGS PER THOUSAND SHARES AT YEAR END
  - (WHOLE REAIS ) - R$                             39.49      20.31      12.19

The accompanying notes are an integral part of these consolidated financial
statements.

                                     F - 6
G:\DEC\AMBEV02.DEC

<PAGE>

COMPANHIA DE BEBIDAS DAS AMERICAS - AMBEV

<TABLE>
<CAPTION>
CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY
EXPRESSED IN MILLIONS OF REAIS
-------------------------------------------------------------------------------------------------------------------------------


                                                                     REVENUE RESERVES
                                                          ----------------------------
                                     SUBSCRIBED                                  FUTURE             ACCUMULATED
                                    AND PAID-UP   CAPITAL                       CAPITAL  TREASURY      RETAINED
                                        CAPITAL   RESERVE  LEGAL  INVESTMENTS  INCREASE    SHARES      EARNINGS      TOTAL
                                    -----------   ------- ------  -----------  --------  --------  ------------    -------
<S>                                 <C>           <C>      <C>    <C>          <C>       <C>       <C>             <C>
At January 1, 2000                      1,717.5                                                          (310.7)   1,406.8
     Repurchase of own shares for                                                           (10.5)                   (10.5)
treasury
  Reduction of capital to absorb:
  Accumulated deficit                    (310.7)                                                          310.7
  Loss for the period ended August
    31, 2000                             (232.1)                                                          232.1
  Return of capital                      (111.8)                                                                    (111.8)
  Rollup of minorities converting
    from Brahma into                    1,502.3                                                                    1,502.3
AmBev shares
  Net income for the year                                                                                 470.2      470.2
  Appropriation of net income:
  Legal reserve                                             23.5                                          (23.5)
  Dividends and interest attributed                                                                      (180.1)    (180.1)
  to shareholders' equity
  Statutory reserves                                                  13.3        485.4                  (498.7)
                                       --------  --------  -----     -----      -------   -------      --------   --------
At December 31, 2000                    2,565.2             23.5      13.3        485.4     (10.5)                 3,076.9
                                       --------  --------  -----     -----      -------   -------      --------   --------

Prior period adjustment - change in
  accounting principle for pensions
  and benefits (Note 2(k))                                                                                (56.5)     (56.5)
Capital increase through:
  Issue of stocks to IBANN minority
    shareholders net                      298.3                                            (242.2)                    56.1
  of repurchases from dissenting
    shareholders (Note 15(a))
  Employee stock ownership plan
    purchases                              80.8                                                                       80.8
 Repurchase of own shares for
    treasury                                                                               (246.7)                  (246.7)
 Premium received on sale of stock
   option                                             4.9                                                              4.9
 Net income for the year                                                                                  784.6      784.6
 Appropriation of net income:
  Legal reserve                                             39.2                                          (39.2)
  Dividends and interest attributed                                                                      (336.6)    (336.6)
    to shareholders' equity
  Statutory reserves                                                  39.3        313.0                  (352.3)
                                       --------  --------  -----     -----      -------   -------      --------   --------
At December 31, 2001                    2,944.3       4.9   62.7      52.6        798.4    (499.4)                 3,363.5
                                       --------  --------  -----     -----      -------   -------      --------   --------
</TABLE>
                                     F - 7
G:\DEC\AMBEV02.DEC

<PAGE>
COMPANHIA DE BEBIDAS DAS AMERICAS - AMBEV

<TABLE>
<CAPTION>
CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY
EXPRESSED IN MILLIONS REAIS (CONTINUED)
-------------------------------------------------------------------------------------------------------------------------------


                                                                     REVENUE RESERVES
                                                          ----------------------------
                                     SUBSCRIBED                                  FUTURE             ACCUMULATED
                                    AND PAID-UP   CAPITAL                       CAPITAL  TREASURY      RETAINED
                                        CAPITAL   RESERVE  LEGAL  INVESTMENTS  INCREASE    SHARES      EARNINGS      TOTAL
                                    -----------   ------- ------  -----------  --------  --------  ------------    -------
<S>                                 <C>           <C>      <C>    <C>          <C>       <C>       <C>             <C>
At December 31, 2001                    2,944.3       4.9   62.7      52.6        798.4    (499.4)                 3,363.5

 Employee stock ownership plan
   purchases                              101.9                                                                      101.9
 Repurchase of own shares for
   treasury                                                                                (355.6)                  (355.6)
 Release from investments reserve                                    (52.6)                                52.6
 Cancellation of treasury shares                                                 (674.5)    674.5
 Gain on transfer of treasury
   shares to IFC (Note 15(c)(iii))                   11.7                                                             11.7
 Net income for the year                                                                                1,510.3    1,510.3
 Appropriation of net income:
  Legal reserve                                             75.6                                          (75.6)
  Interim dividends                                                                                      (160.8)    (160.8)
  Supplemental dividends                                                                                 (341.4)    (341.4)
  Statutory reserves                                                  75.5        909.6                  (985.1)
                                       --------  --------  -----     -----      -------   -------      --------   --------
At December 31, 2002                    3,046.2      16.6  138.3      75.5      1,033.5    (180.5)                 4,129.6
                                       --------  --------  -----     -----      -------   -------      --------   --------
</TABLE>

The accompanying notes are an integral part of these financial statements.

                                                               F - 8


<PAGE>
COMPANHIA DE BEBIDAS DAS AMERICAS - AMBEV

<TABLE>
<CAPTION>
CONSOLIDATED STATEMENT OF CHANGES IN FINANCIAL POSITION
EXPRESSED IN MILLIONS OF REAIS
-----------------------------------------------------------------------------------------------------


                                                                        YEARS ENDED DECEMBER 31
                                                                -------------------------------
                                                                   2002       2001      2000
                                                                ---------  ---------  ---------
<S>                                                             <C>        <C>        <C>

FINANCIAL RESOURCES WERE PROVIDED BY
  From operations:
   Net income for the year                                        1,510.3      784.6      470.2
   Expenses (income) not affecting working capital
    Deferred income tax and social contribution                    (404.0)    (146.0)    (613.3)
    Amortization of goodwill and negative goodwill, net              90.5       94.2       87.0
    Depreciation of property, plant and equipment and
     amortization of deferred charges                               659.5      613.9      589.2
    Accrued liability for contingencies and other                   123.7       33.9      269.2
    Interest expense on accrued liability for contingencies          32.9       13.1       19.4
    Financial charges on long-term loans                            867.3       (5.2)      65.9
    Foreign exchange gains on subsidiaries abroad                  (155.8)     (46.2)      (3.2)
    Gain arising from changes in holdings in subsidiaries                      (16.2)
    Minority interest                                               (47.3)      (0.3)     265.9
    Book value of disposals of property, plant and                  159.8       40.7      205.3
     equipment and investments
    Interest and charges on advances to employees for               (88.1)     (33.6)     (15.6)
     purchase of shares
    Provision for losses on permanent assets                         97.5       16.1
                                                                 --------   --------   --------
                                                                  2,846.3    1,349.0    1,340.0

From shareholders:
  Capital increase - stock ownership plan purchases                 101.9       80.8
  Capital increase of minority interest in subsidiaries                                   139.7
  Premium on the placement of options to repurchase own shares                   4.9

From third parties:
  Increase in long-term liabilities and
  decrease in non-current assets
   Loans and financings                                             162.6    1,900.6
   Sales tax deferrals                                                                      6.3
   Other taxes recoverable                                                                 37.4
   Assets held for sale                                                                    32.9
   Affiliated companies                                              35.1                  33.4
                                                                 --------   --------   --------
TOTAL FUNDS PROVIDED                                              3,145.9    3,335.3    1,589.7
                                                                 --------   --------   --------
</TABLE>


                                     F - 9


<PAGE>

COMPANHIA DE BEBIDAS DAS AMERICAS - AMBEV

<TABLE>
<CAPTION>
CONSOLIDATED STATEMENT OF CHANGES IN FINANCIAL POSITION
EXPRESSED IN MILLIONS OF REAIS (CONTINUED)
-----------------------------------------------------------------------------------------------------



                                                                        YEARS ENDED DECEMBER 31
                                                                -------------------------------
                                                                   2002       2001      2000
                                                                ---------  ---------  ---------
<S>                                                                <C>        <C>        <C>
FINANCIAL RESOURCES WERE USED FOR
  Increase in non-current assets and decrease in long-term
  liabilities
    Restricted deposits for legal proceedings                        51.3       79.6       25.5
    Advances to employees for purchase of shares                     21.4       16.5       60.5
    Receivables from companies consolidated proportionally                      30.6
    Taxes recoverable                                                 6.0       27.5
    Other assets                                                      4.3       41.2
    Sales tax deferrals                                                        123.0
    Accrued  liability for contingencies                             32.6      112.9       54.3
    Loans and financings                                                                  276.6
    Other liabilities                                                28.4       13.9       15.4
  Permanent assets
    Investments                                                     107.7      220.1       22.3
    Property, plant and equipment                                   522.3      446.8      295.0
    Deferred charges                                                 45.5       82.6       28.8
  Working capital from company merged                                           27.8
  Return of capital                                                                       111.8
  Repurchase of own shares for treasury                             337.1      246.7       10.5
  Capital increase of minority interest in subsidiaries                          2.4
  Payment of appraisal rights to former IBANN shareholders
   (Note 15(a))                                                                242.2
  Proposed and declared distributions in the form of interest
    attributed to shareholders' equity and dividends                502.2      336.6      180.1
                                                                 --------   --------   --------
TOTAL FUNDS USED                                                  1,658.8    2,050.4    1,080.8
                                                                 --------   --------   --------
INCREASE IN WORKING CAPITAL                                       1,487.1    1,284.9      508.9
                                                                 ========   ========   ========
CHANGES IN WORKING CAPITAL

CURRENT ASSETS
  At end of year                                                  5,593.6    4,684.9    2,687.6
  At beginning of year                                            4,684.9    2,687.6    3,218.0
                                                                 --------   --------   --------
                                                                    908.7    1,997.3     (530.4)
                                                                 --------   --------   --------
CURRENT LIABILITIES
  At end of year                                                  2,833.6    3,412.0    2,699.6
  At beginning of year                                            3,412.0    2,699.6    3,738.9
                                                                 --------   --------   --------
                                                                   (578.4)     712.4   (1,039.3)
                                                                 --------   --------   --------
INCREASE IN WORKING CAPITAL                                       1,487.1    1,284.9      508.9
                                                                 ========   ========   ========
</TABLE>

The accompanying notes are an integral part of these consolidated financial
statements.

                                     F - 10


<PAGE>
COMPANHIA DE BEBIDAS DAS AMERICAS - AMBEV

SUPPLEMENTAL INFORMATION

<TABLE>
<CAPTION>
CONSOLIDATED STATEMENT OF CASH FLOWS
EXPRESSED IN MILLIONS OF REAIS
------------------------------------------------------------------------------------------------------------


                                                                                  YEARS ENDED DECEMBER 31
                                                                          -------------------------------
                                                                             2002       2001      2000
                                                                          ---------  ---------  ---------
                                                                          <C>        <C>        <C>

CASH FLOWS FROM OPERATING ACTIVITIES
Net income for the year                                                     1,510.3      784.6      470.2
  Expenses (income) not affecting cash and cash equivalents
    Deferred income tax and social contribution                              (404.0)    (146.0)    (613.3)
    Amortization of goodwill and negative goodwill, net                        90.5       94.2       87.0
    Depreciation of property, plant and equipment                             659.5      613.9      589.2
       and amortization of deferred charges
    Interest expense on accrued liability for contingencies                    32.9       13.1       19.4
    Provision for losses on inventories and permanent assets                  113.6       54.0
    Interest and charges on advances to employees for purchase of shares      (88.1)     (33.6)     (15.6)
    Interest and charges on taxes and contributions                           (21.4)     (33.1)     (35.9)
    Interest and foreign exchange losses on loans, net                      2,120.5      281.7      492.9
    Foreign exchange gains and unrealized gains on financial assets, net   (1,007.2)    (100.2)     (28.3)
    Unrealized (gain) loss on swap and forward contract activities           (316.6)      36.3      (22.4)
    (Gain) loss on disposal of property, plant and equipment, net              63.3       (1.5)     (40.1)
    Gain arising from changes in holdings in subsidiaries                                (16.2)
    Foreign exchange gains on subsidiaries abroad not affecting cash, net    (108.7)     (14.0)      (5.4)
    Minority interest                                                         (47.4)      (0.3)     265.9
  Decrease (increase) in assets
    Short-term investments                                                   (368.1)     325.9     (171.8)
    Trade accounts receivable, net                                            107.9      (91.5)    (325.9)
    Taxes recoverable                                                         (35.6)     (81.5)     117.8
    Inventories                                                                37.8     (187.0)      (6.2)
    Restricted deposits for legal proceedings                                 (51.3)     (79.6)     (25.5)
    Other                                                                      25.6      (88.9)      95.0
  Increase (decrease) in liabilities
    Suppliers                                                                 260.6       (7.7)     153.7
    Payroll and related charges                                                50.6       25.6        1.0
    Taxes on income payable                                                  (195.3)      45.8      (43.1)
    Accrued liability for contingencies                                        88.9      (73.6)     214.9
    Other                                                                     224.8       12.1       69.7
                                                                           --------   --------   --------
Net cash provided by operating activities                                   2,743.1    1,332.5    1,243.2
                                                                           --------   --------   --------
</TABLE>

                                     F - 11


<PAGE>

COMPANHIA DE BEBIDAS DAS AMERICAS - AMBEV

SUPPLEMENTAL INFORMATION

<TABLE>
<CAPTION>
CONSOLIDATED STATEMENT OF CASH FLOWS
EXPRESSED IN MILLIONS OF REAIS                                       (CONTINUED)
------------------------------------------------------------------------------------------------------------


                                                                                  YEARS ENDED DECEMBER 31
                                                                          -------------------------------
                                                                             2002       2001      2000
                                                                          ---------  ---------  ---------
                                                                          <C>        <C>        <C>

CASH FLOWS FROM INVESTING ACTIVITIES
  Investments in affiliates and subsidiaries, net of cash acquired            (75.6)    (220.1)     (22.3)
  Payment of appraisal rights to former IBANN shareholders (Note 15(a)(i))             (242.2)
  Acquisitions of property, plant and equipment                              (522.3)    (446.8)    (295.0)
  Proceeds from disposal of property, plant and equipment                      98.3       42.1      245.4
  Expenditures on deferred charges                                            (45.5)     (82.6)     (28.8)
                                                                           --------   --------   --------
Net cash used in investing activities                                        (545.1)    (949.6)    (100.7)
                                                                           --------   --------   --------
CASH FLOWS FROM FINANCING ACTIVITIES
  Loans and financings
    Issuances                                                                 620.1    3,255.2      813.4
    Repayments, including interest                                         (2,925.3)  (1,343.9)  (2,726.5)
  Capital subscriptions                                                        29.0       80.8
  Repurchase of own shares for treasury                                      (337.1)    (246.7)     (10.5)
  Premium received on sale of stock option                                                 4.9
  Return of capital                                                                                (111.8)
  Dividends and interest attributed to shareholders' equity paid             (335.6)    (313.4)    (109.3)
  Advances to employees for purchase of shares, net of repayments              26.2      (16.5)     (60.5)
  Other                                                                        10.5       (2.4)     139.5
                                                                           --------   --------   --------
Net cash provided by (used in) financing activities                        (2,912.2)   1,418.0   (2,065.7)
                                                                           --------   --------   --------
EFFECTS OF EXCHANGE RATE CHANGES ON CASH                                    1,007.2      100.2       28.3
                                                                           --------   --------   --------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                          293.0    1,901.1     (894.9)

Cash and cash equivalents, at beginning of year                             2,476.5      575.4    1,470.3
                                                                           --------   --------   --------
CASH AND CASH EQUIVALENTS AT END OF YEAR                                    2,769.5    2,476.5      575.4
                                                                           --------   --------   --------
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:

Cash paid during the year for:
  Interest, net of capitalized interest                                       559.5      260.5      265.8
  Taxes on income                                                              22.4       29.4       58.1
Non-cash transactions:
  Issuance of shares related to the IBANN transaction, net of                             56.0
    repurchases (Note 15(a)(i))
</TABLE>

The accompanying notes are an integral part of these consolidated financial
statements.

                                     F - 12

<PAGE>

COMPANHIA DE BEBIDAS DAS AMERICAS - AMBEV

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
AT DECEMBER 31
EXPRESSED IN MILLIONS OF REAIS, UNLESS OTHERWISE STATED
-------------------------------------------------------------------------------


1     OUR GROUP AND OPERATIONS

      Companhia de Bebidas das Americas (the Company, AmBev or we) is a
      publicly held company incorporated under the laws of the Federative
      Republic of Brazil. AmBev and its subsidiaries, including Companhia
      Brasileira de Bebidas (CBB) - formerly comprising Companhia Cervejaria
      Brahma (Brahma) and Companhia Antarctica Paulista - Industria
      Brasileira de Bebidas e Conexos (Antarctica), produce, distribute and
      sell beer, draft beer, soft drinks, malt and other non-carbonated
      beverages, such as isotonic sport drinks, fruit juices, iced tea and
      water, in Brazil and other South American countries.

      In July 1999, the controlling shareholders of Brahma and the controlling
      shareholders of Antarctica announced a business combination. The
      combination of Brahma and Antarctica was accounted for as a merger of
      entities (incorporacao de acoes) at book value and the assets
      and liabilities were combined under a new share structure. Adjustments to
      the net carrying value of Antarctica assets resulted in the allocation of
      certain assets to goodwill. In April 2001, Brahma and Antarctica were
      merged to become CBB. As at December 31, 2002 and 2001, AmBev held 100%
      of the voting shares and 99.7% of the total shares of CBB.

      The antitrust authorities approved the combination in April 2000 and
      imposed certain conditions during a five-year period including the sale
      of the Bavaria brand in December 2000 (Note 6(b)).

      On May 2, 2002, AmBev and Quilmes Industrial S.A. (Quinsa) a Company
      incorporated in Luxembourg, announced an intended acquisition by AmBev of
      significant interest in Quinsa. The transaction was consummated on
      January 31, 2003 following conditional approval by the Argentine anti
      trust authorities (Note 20).

      AmBev has licensing agreements with PepsiCo International, Inc. (PepsiCo)
      to bottle, sell and distribute Pepsi products in Brazil, including the
      isotonic drink Gatorade. Production and distribution of Gatorade by AmBev
      is still under review by the Brazilian anti trust authority. We also have
      an agreement with PepsiCo for the bottling, sales and distribution
      outside Brazil of our "Guarana Antarctica" brand. The Company also has
      licensing agreements with Carlsberg A.S. and Miller Brewing Co. for the
      production of Carlsberg and Miller beers, as well as a joint venture with
      Unilever Brasil Ltda. for the production and distribution of Lipton Ice
      Tea.


                                     F - 13


<PAGE>

COMPANHIA DE BEBIDAS DAS AMERICAS - AMBEV

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
AT DECEMBER 31
EXPRESSED IN MILLIONS OF REAIS, UNLESS OTHERWISE STATED
-------------------------------------------------------------------------------


2     SUMMARY OF OUR SIGNIFICANT ACCOUNTING POLICIES

(a)   BASIS OF PRESENTATION OF OUR FINANCIAL STATEMENTS

      Our financial statements are presented in reais and are prepared in
      accordance with accounting practices adopted in Brazil, or Brazilian
      GAAP, which is based on the Brazilian Corporate Law (Law No. 6,404/76, as
      amended), the rules and regulations issued by the Comissao de Valores
      Mobiliarios - CVM, or the Brazilian Securities Commission, and the
      accounting standards issued by the Instituto dos Auditores Independentes
      do Brasil- IBRACON, or the Brazilian Institute of Independent
      Accountants.

      These financial statements differ from our Brazilian GAAP financial
      statements presented in prior years due to certain reclassifications and
      changes in terminology, and additional explanatory notes added to conform
      more closely to reporting practices in the United States. The statement
      of cash flows conforms with International Accounting Standard No. 7, Cash
      Flow Statements.

      The financial statements as of and for the year ended December 31, 2000
      include the consolidation of AmBev, Brahma and Antarctica for the year,
      to reflect the results of the merger which was effected on July 1, 1999.

      Certain accounting practices applied by the Company and its subsidiaries
      that conform with Brazilian GAAP may not conform with accounting
      principles generally accepted in the United States of America (U.S. GAAP)
      (Note 21).

(b)   CONSOLIDATION PRINCIPLES

      The consolidated financial statements include the accounts of the Company
      and all of its subsidiaries in which the Company directly or indirectly
      controls more than 50% of the voting shares. The consolidated financial
      statements also include part of the assets, liabilities, revenues and
      costs of investees governed by shareholder agreements, which have been
      consolidated based on the proportion of the equity interest the Company
      holds to the total capital of the investee. All significant intercompany
      accounts and transactions are eliminated upon consolidation. The
      interests of minority shareholders in the consolidated subsidiaries of
      the Company are separately disclosed.

                                     F - 14


<PAGE>

COMPANHIA DE BEBIDAS DAS AMERICAS - AMBEV

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
AT DECEMBER 31
EXPRESSED IN MILLIONS OF REAIS, UNLESS OTHERWISE STATED
-------------------------------------------------------------------------------


(c)   FOREIGN CURRENCY TRANSLATION

      The financial statements of our subsidiaries operating outside Brazil are
      translated using the year-end exchange rate. Financial information of
      subsidiaries operating in Argentina (2002) and Venezuela (in 2002, 2001
      and 2000), include inflation accounting adjustments.

      The financial statements for CCBA S.A. (CCBA) in Argentina and for C.A.
      Cevecera Nacional S.A. (CACN) in Venezuela include inflation accounting
      adjustments based on local price index variations (Argentina: measured by
      the National Statistics and Census Institute of Argentina - INDEC, which
      index increased by 118% in 2002; Venezuela: measured by Consumer Price
      Index - IPC, which index increased by 31.2% in 2002, 12.3% in 2001 and
      13.4% in 2000). These inflation accounting adjustments generated net
      gains during 2002, before taxes, of R$ 76.5 in Argentina and R$ 28.8 in
      Venezuela (2001 - R$ 6.5; 2000 - R$ 6.6) which were recorded in Other
      operating income (Note 18). Gains and losses from foreign currency
      transactions and from the translation of the balance sheets are
      recognized in Other operating income.

      In addition, the financial statements of the subsidiaries and affiliates
      abroad include the foreign exchange gains or losses on assets and
      liabilities denominated in foreign currency.

      In the cases of Malteria Pampa S.A. (Malteria Pampa), Malteria Uruguay
      S.A. (Malteria Uruguay) and Cerveceria y Malteria Paysandu S.A. (Cympay),
      the U.S. dollar is considered to be the currency of their economic
      environment, and, therefore, their prices and cash flows are primarily
      based on the U.S. dollar. The following translation methodology was
      applied for these companies which adopt the U.S. dollar as the functional
      currency: (i) inventories, property, plant and equipment, accumulated
      depreciation and shareholders' equity accounts were translated into U.S.
      dollars at historical exchange rates and translated into reais at current
      rates; (ii) monetary assets and liabilities were translated at current
      rates; (iii) depreciation was determined based on the U.S. dollar value
      of the assets, (iv) other income accounts were converted at the average
      exchange rates in the period; and (v) translation gains and losses are
      included in income for the period.

                                     F - 15


<PAGE>

COMPANHIA DE BEBIDAS DAS AMERICAS - AMBEV

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
AT DECEMBER 31
EXPRESSED IN MILLIONS OF REAIS, UNLESS OTHERWISE STATED
-------------------------------------------------------------------------------


(d)   CASH AND CASH EQUIVALENTS

      Cash equivalents consist primarily of time deposits and government
      securities held through private mutual funds denominated in reais, having
      a ready market and an original maturity of 90 days or less, or which have
      insignificant early withdrawal penalty clauses. We also invest in money
      market instruments and private mutual funds denominated in U.S. dollars
      through our off-shore subsidiaries.

(e)   SHORT-TERM INVESTMENTS

      We buy and sell debt securities with the objective of selling in the
      short term. Provision for losses on these investments are recorded when
      the carrying amount of these assets exceed their fair value. These
      securities are recorded at cost plus interest at the balance sheet dates
      and unrealized gains (losses) are included in financial income
      (expenses). These securities primarily comprise foreign currency debt
      securities, fixed-term bank certificates and Brazilian Government bonds
      held through private funds.

(f)   TRADE ACCOUNTS RECEIVABLE

      Accounts receivable are stated at cost. Allowances are provided, when
      necessary, in amounts considered by management to be sufficient to meet
      probable future losses related to uncollectible accounts.

(g)   INVENTORIES

      Inventories are stated at the average cost of purchases or production,
      adjusted by a provision for reduction to realizable (market) values when
      necessary.

(h)   PROPERTY, PLANT AND EQUIPMENT

      Property, plant and equipment are stated at cost, indexed for inflation
      through December 31, 1995 and depreciated using the straight-line method
      over their estimated useful lives (Note 6).

                                     F - 16


<PAGE>

COMPANHIA DE BEBIDAS DAS AMERICAS - AMBEV

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
AT DECEMBER 31
EXPRESSED IN MILLIONS OF REAIS, UNLESS OTHERWISE STATED
-------------------------------------------------------------------------------


      As from 1996, pursuant to CVM Instruction No. 193, Capitalized Interest
      on Financing of Construction in Progress, the Company started
      capitalizing, as part of property, plant and equipment, interest costs
      incurred when an asset is under construction until such time as the asset
      is placed in service. Interest capitalized is limited to interest expense
      on loans raised to finance construction-in-progress. Interest on
      construction-period borrowings denominated in foreign currencies is
      capitalized using contractual interest rates. Expenditures for
      maintenance and repairs are charged to expense when incurred. Costs
      incurred in connection with developing or obtaining internal- use
      software are capitalized and depreciated over the useful lives of the
      software.

      Management reviews long-lived assets, primarily buildings and equipment
      to be held and used in the business, for the purpose of determining and
      measuring impairment on a recurring basis or when events or changes in
      circumstances indicate that the carrying value of an asset or group of
      assets may not be recoverable through operating activities. Write-down of
      the carrying value of assets or groups of assets is made if and when
      appropriate.

      Returnable bottles are classified as property, plant and equipment and
      are depreciated normally and written-off when breakage occurs as parts of
      Cost of sales. We maintain a small number of bottles for sale to
      distributors to replace bottles broken in the distribution network. These
      bottles are recorded in inventory and are not used during our day-to-day
      operations. They are not subject to depreciation.

      Assets held for sale include land and buildings and are reported at the
      lower of their carrying amounts or their fair values less cost to sell.

(i)   DEFERRED CHARGES

      The Company defers certain charges related primarily to acquisition and
      implementation of software and pre-operation expenses incurred in the
      construction or expansion of a new facility until the facility begins
      operations. Deferred charges are amortized over a period of five to ten
      years from the beginning of operations.

                                     F - 17


<PAGE>

COMPANHIA DE BEBIDAS DAS AMERICAS - AMBEV

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
AT DECEMBER 31
EXPRESSED IN MILLIONS OF REAIS, UNLESS OTHERWISE STATED
-------------------------------------------------------------------------------


(j)   GOODWILL AND NEGATIVE GOODWILL

      The purchase accounting method is based on book values. Goodwill or
      negative goodwill recorded on the acquisition of a company is computed as
      the difference between the purchase consideration and the underlying book
      value (usually the tax basis) of the investment acquired. Goodwill is
      allocated between the write- up of tangible assets at market value and
      estimated future profitability; each component is amortized using the
      straight-line method, respectively, over the remaining lives of the
      tangible assets or the period of the projected profitability, generally
      ten years. Negative goodwill is only amortized upon realization of the
      related asset through sale or disposal. Generally, goodwill is not tax
      deductible until the assets are sold or measures are taken to restructure
      the assets. Goodwill amortization is recorded as Other operating expenses
      in our statement of operations (Note 18).

(k)   PENSION AND OTHER POST-RETIREMENT BENEFITS

      The IBRACON issued NPC Standard No. 26, Accounting for Employee Benefits,
      which was later approved by CVM Instruction No. 371 in December 2000. The
      Standard requires the recognition of net actuarial obligations relative
      to benefits payable to retired employees. The Company elected to record
      the net effect (transitional obligation or net asset) arising from the
      prepaid pension cost (asset) and post-retirement benefits (liability) as
      a direct charge to shareholders' equity as of December 31, 2001 (Note 14
      (d)).

      The cash contributions made by the Company to the pension and employee
      welfare foundations (Note 14) prior to December 31, 2001 were determined
      by independent actuaries and treated as operating expenses, although the
      actuarial obligation was not accrued. Since January 1, 2002 the pension
      obligation is recorded on an accrual basis.

(l)   COMPENSATED ABSENCES

      The liability for future compensation for employee vacations is fully
      accrued as earned.

                                     F - 18


<PAGE>

COMPANHIA DE BEBIDAS DAS AMERICAS - AMBEV

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
AT DECEMBER 31
EXPRESSED IN MILLIONS OF REAIS, UNLESS OTHERWISE STATED
-------------------------------------------------------------------------------


(m)   DEFERRED INCOME TAXES

      Brazilian taxes on income consist of federal income and social
      contribution taxes, the latter being a federally mandated tax based on
      income. There are no taxes levied by state or local authorities on income
      in Brazil. The Company is subject to taxes from its operations in foreign
      jurisdictions.

      The tax effects of net operating loss carryforwards expected to be
      recovered through offset, are recorded as deferred tax assets on our
      balance sheet. Pursuant to CVM Deliberation No. 273/98 and CVM
      Instruction No. 371/02 only tax losses which are estimated to be
      recovered within a ten-year period based on a discounted cash flow model
      are recorded as assets. In the event realization of deferred tax assets
      is not considered probable, no such assets are recorded.

      A deferred tax liability arises in the case of an excess of net assets
      recorded for financial reporting purposes over the tax basis of these net
      assets.

      Current and non-current deferred tax assets and liabilities are presented
      separately.

(n)   STOCK OWNERSHIP PLAN AND ADVANCES TO EMPLOYEES FOR PURCHASE OF SHARES

      AmBev operates a stock ownership plan. The purchase consideration paid
      by employees is recorded as an increase in capital stock. The rights to
      acquire AMBEV's shares granted to employees, officers or directors under
      the stock ownership plans do not generate a charge to income.

      The Company may provide advances to employees for the purchase of shares
      in accordance with the stock ownership plan and records these advances
      as assets. These financing arrangements normally exist for periods not
      exceeding four years and accrue interest at a rate of 8% per year over a
      designated general price index; both elements are recognized as
      financial income.

(o)   WARRANTS AND STOCK OPTION PREMIUMS

      The net premiums received on the placement of options and warrants are
      recognized in a capital reserve in shareholders' equity upon receipt.

                                     F - 19


<PAGE>

COMPANHIA DE BEBIDAS DAS AMERICAS - AMBEV

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
AT DECEMBER 31
EXPRESSED IN MILLIONS OF REAIS, UNLESS OTHERWISE STATED
-------------------------------------------------------------------------------


(p)   TREASURY SHARES

      We acquire our own shares to be held in treasury and record them using
      the cost method, as a deduction from shareholders' equity. As authorized
      by the Conselho de Administracao (Board of Directors), we have
      repurchased preferred and common shares through our share buy-back
      program, which are expected to be cancelled.

      Cancellations of treasury shares are recorded as a transfer from Treasury
      shares to Revenue reserves.

(q)   INTEREST ATTRIBUTED TO SHAREHOLDERS' EQUITY

      Brazilian corporations are permitted to deduct, for tax purposes,
      interest attributed to shareholders' equity, which is paid in the form of
      a dividend. For financial reporting purposes, interest attributed to
      shareholders' equity is recorded as a deduction from unappropriated
      retained earnings. As required by law, we pay the related withholding tax
      on behalf of our shareholders (Note 15(f)).

(r)   REVENUES AND EXPENSES

      Sales revenues and related cost of sales are recognized in income when
      products are delivered to customers. No reserve for expected returns is
      recorded, as such amounts are insignificant. Other expenses and costs are
      recognized on an accrual basis.

      Selling and marketing expenses include costs of advertising and other
      marketing activities. Advertising and marketing costs are not deferred at
      year-end and are charged to expense ratably in relation to sales over the
      year in which they are incurred. Advertising expenses (including
      promotional materials) were R$ 280.8, R$ 269.8 and R$ 275.9 for the years
      ended December 31, 2002, 2001, and 2000, respectively.

      In addition to our third-party distribution networks, we operate a direct
      distribution system which distributes our products directly to points of
      sale. Direct distribution expenses include product delivery charges and
      the cost of sales and delivery personnel required to distribute our
      products.

                                     F - 20


<PAGE>

COMPANHIA DE BEBIDAS DAS AMERICAS - AMBEV

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
AT DECEMBER 31
EXPRESSED IN MILLIONS OF REAIS, UNLESS OTHERWISE STATED
-------------------------------------------------------------------------------


      Expenditures relating to ongoing environmental programs are charged to
      income as incurred. Ongoing programs are designed to minimize the
      environmental impact of our operations and to manage any potential
      environmental risks of our activities. Provisions with respect to such
      costs are recorded at the time the obligation is considered to be
      probable and reasonably estimable.

(s)   PAYROLL, PROFIT SHARING AND RELATED CHARGES

      Our by-laws provide for the distribution to employees of up to 10% of
      consolidated net income, determined in accordance with Brazilian GAAP.
      Executive officers are entitled to profit sharing in an amount not to
      exceed their annual remuneration or a pro rata share of 5% of net income
      of the Company, whichever is lower. The bonus system operates on a
      three-tier performance-based structure in which the corporate efficiency
      targets as approved by our Board of Directors must first be achieved,
      followed by targets for the business units and finally individual
      performance targets. Only the top 60% ranked employees are then eligible
      to receive bonuses. The year-end provision is an estimate made by our
      management since the final determination of the amount payable is not
      available at the date of preparation of the financial statements. Amounts
      paid with respect to the program may differ from the liability accrued.

(t)   EARNINGS PER SHARE

      Earnings per share were calculated based on the number of shares
      outstanding at the end of each year, net of treasury shares.

(u)   USE OF ESTIMATES

      The preparation of consolidated financial statements in conformity with
      Brazilian GAAP requires management to make estimates and assumptions that
      affect the reported amounts of assets and liabilities and disclosure of
      contingent assets and liabilities at the date of the financial statements
      and the reported amounts of revenues and expenses during the reporting
      period. Actual results could differ from those estimates. Estimates are
      used for, but not limited to: accounting for allowance for doubtful
      accounts, depreciation and amortization, asset impairments, depreciable
      lives of assets, useful lives of intangible assets, tax valuation
      allowances and contingencies.

                                     F - 21


<PAGE>

COMPANHIA DE BEBIDAS DAS AMERICAS - AMBEV

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
AT DECEMBER 31
EXPRESSED IN MILLIONS OF REAIS, UNLESS OTHERWISE STATED
-------------------------------------------------------------------------------


(v)   FINANCIAL INSTRUMENTS AND DERIVATIVES

      The Company enters into currency, interest rate and commodity derivatives
      comprised of swaps, forward and future contracts to mitigate the effects
      of exchange rate fluctuations on its consolidated exposure to
      fluctuations in foreign currencies, interest rates and prices of
      commodities and raw materials, especially aluminum.

      The book values of the Company's financial instruments approximate their
      fair values when below cost plus accrued interest. Fair values are
      obtained through specific market quotations or the calculation of present
      value, taking into account market interest rates for instruments of
      similar periods and risk. Any changes in the fair value of those
      instruments are recognized through income (Note 16).

      The outstanding balances of foreign currency, interest and commodities
      forward and swap operations are not recorded on the balance sheet.
      However, the unrealized net gains and losses from these instruments,
      calculated based on their fair value, are recognized on an accrual basis,
      in Short-term investments against Financial income or Financial expenses.

      The net results of currency forward transactions which are designated to
      minimize the Company's exposure to the risk of market fluctuations of
      principal raw materials prices denominated in foreign currency, are
      deferred and recognized in Cost of sales when realized.

(w)   TAX INCENTIVES

      Certain States in Brazil provide indirect tax incentives in the form of
      deferrable tax payments and partial or complete tax rebates for periods
      ranging from one to 20 years in order to promote investments in their
      regions (Note 11). The recognition of these benefits occurs only when the
      gain is definite and all conditions have been met and is recognized
      against Other operating income (Note 18). The benefits granted are not
      subject to clawback provisions in the event we do not meet the program
      target; however, future benefits may be withdrawn. Amounts recognized as
      Other operating income during 2002 totaled R$ 151.9 (2001 - R$ 96.0; 2000
      - R$ 92.9)

                                     F - 22


<PAGE>

COMPANHIA DE BEBIDAS DAS AMERICAS - AMBEV

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
AT DECEMBER 31
EXPRESSED IN MILLIONS OF REAIS, UNLESS OTHERWISE STATED
-------------------------------------------------------------------------------


(x)   RELATED PARTY TRANSACTIONS

      Transactions with related parties are eliminated on consolidation and
      include the purchase and sale of raw materials such as malt, labels,
      crown tops and various finished products. Only our interest in
      intercompany transactions with jointly-controlled companies consolidated
      on a proportional basis are eliminated.

      Intercompany loan agreements among the companies have undetermined
      maturity dates and accrue financial and interest charges equivalent to
      those obtained by the Company and its subsidiaries in the market.

(y)   RECLASSIFICATIONS

      Certain reclassifications have been made to the financial statements as
      of December 31, 2001, and for the years ended December 31, 2001 and 2000,
      in order to make them consistent with the presentation of the information
      as of and for the year ended December 31, 2002. There was no effect on
      net income for 2001 and 2000 as a result of the reclassifications.

      These reclassifications consisted primarily of: (i) the 2001 balances of
      unrealized gains and losses from derivative instruments reclassified from
      Cash and cash equivalents and Other current assets to Short-term
      investments; (ii) 2001 balances of deferred charges consisting of
      acquisition of certain intangible assets reclassified to Property, plant
      and equipment; (iii) certain other current and non-current assets and
      liabilities condensed on the face of our balance sheet and disclosed in
      details in the notes to the financial statements; (iv) gains arising from
      recovery of taxes and contributions reclassified from Non-operating
      income (expense), net to Other operating income, net to be consistent
      with the account used to record the related provisions; and (v) certain
      reclassifications made to our statement of cash flows for 2002 to reflect
      changes in beginning and ending balance of cash and cash equivalents
      arising from the reclassification in (i) above.


                                     F - 23


<PAGE>

COMPANHIA DE BEBIDAS DAS AMERICAS - AMBEV

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
AT DECEMBER 31
EXPRESSED IN MILLIONS OF REAIS, UNLESS OTHERWISE STATED
-------------------------------------------------------------------------------


3     TRADE ACCOUNTS RECEIVABLE

      Trade accounts receivable relate primarily to sales to domestic
      customers. Credit risk is minimized by the large customer base and
      control procedures by which we monitor the creditworthiness of customers.
      Changes in the allowance for doubtful accounts are as follows:

                               2002    2001    2000
                              -----   -----   -----

At beginning of year          131.6   109.1    67.0
New allowances                 12.6    41.9   133.6
Recoveries, net of write-offs  (4.7)  (19.4)  (91.5)
                              -----   -----   -----

At end of year                139.5   131.6   109.1
                              =====   =====   =====


4     INVENTORIES

                                            2002       2001
                                          ------     ------

Finished products                          157.8      158.7
Work in process                             50.8       50.1
Raw materials                              425.3      379.0
Production materials                       119.0      109.9
Bottles and crates                          22.3       26.5
Maintenance materials and others            84.5       82.5
                                          ------     ------

                                           859.7      806.7
                                          ======     ======

      Provisions for losses on inventory at December 31, 2002 total R$ 28.7
      (2001 - R$ 30.6; 2000 - R$ 18.5) and are recorded against Maintenance
      materials and others.

                                    F - 24


<PAGE>
COMPANHIA DE BEBIDAS DAS AMERICAS - AMBEV

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
AT DECEMBER 31
EXPRESSED IN MILLIONS OF REAIS, UNLESS OTHERWISE STATED
-------------------------------------------------------------------------------


5     OTHER ASSETS

                                             2002      2001
                                           ------    ------
CURRENT ASSETS
  Sundry receivables                         89.1     109.7
  Prepaid expenses                           40.1      50.6
  Advances to suppliers and others           10.6      15.3
  Dividends receivable                                  1.2
                                           ------    ------
                                            139.8     176.8
                                           ======    ======
NON-CURRENT ASSETS
  Taxes recoverable (*)                     340.7     333.0
  Prepaid pension benefit cost               21.6      20.8
  Receivable from affiliated companies                 35.1
  Other                                      82.0     107.5
                                           ------    ------
                                            444.3     496.4
                                           ======    ======

(*)   At December 31, 2002, consisting primarily of zero-rated excise taxes
      (IPI) totaling R$ 228.1 (2001 - R$ 155.0 and value-added taxes (ICMS)
      credits totaling R$ 69.0 (2001 - R$ 42.9). The Company has recorded a
      contingency provision for the full amount of the excise tax asset (Note
      12) as our right to recover such amounts is not recognized by the tax
      authorities and is subject to a definite judicial ruling in our favor.

                                     F - 25

<PAGE>

COMPANHIA DE BEBIDAS DAS AMERICAS - AMBEV

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
AT DECEMBER 31
EXPRESSED IN MILLIONS OF REAIS, UNLESS OTHERWISE STATED
-------------------------------------------------------------------------------


6     PROPERTY, PLANT AND EQUIPMENT

                                                                   ANNUAL
                                                             DEPRECIATION
                                        2002       2001         RATES - %
                                      --------   --------    ------------
COST
  Land                                   147.2      154.3
  Buildings                            1,895.0    1,887.1              4
  Machinery and equipment              4,407.1    3,655.2       10 to 20
  Vehicles                               622.3      601.9       10 to 20
  Other property and intangible assets   507.1      395.6        4 to 20
  Fixed assets under construction        218.2      227.2
                                      --------   --------       --------
                                       7,796.9    6,921.3
ACCUMULATED DEPRECIATION              (4,507.8)  (3,643.6)
                                      --------   --------
                                       3,289.1    3,277.7
                                      ========   ========

(A)   NON-OPERATING ASSETS

      The Company owns certain plants which are no longer operating, the
      assets of which, net of accumulated depreciation, amount to R$ 177.4 at
      December 31, 2002 (2001- R$ 220.9). These assets, amounting to R$ 121.5
      (2001 - R$ 104.5), net of a provision for loss on the estimated sale of
      R$ 55.9 (2001 - R$ 43.9), are accounted for as non-current assets.

      During 2002, the Company continued to dispose of assets which were no
      longer operational and, upon disposal, recognized losses of R$ 6.5 as
      Other non- operating income (expenses) (2001 - R$ 15.8), generating net
      cash inflows of R$ 5.4.

                                     F - 26


<PAGE>

COMPANHIA DE BEBIDAS DAS AMERICAS - AMBEV

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
AT DECEMBER 31
EXPRESSED IN MILLIONS OF REAIS, UNLESS OTHERWISE STATED
-------------------------------------------------------------------------------


(b)   SALE OF THE BAVARIA BRAND

      Pursuant to a decision rendered by the Brazilian anti trust authority,
      we were required to dispose of five plants, one of which was owned by
      our affiliate Miranda Correa. On October 1, 2000 we incorporated
      Bavaria S.A. (Bavaria) to which we contributed the plants and on
      November 6, 2000, sold Bavaria to Molson Inc. (Molson), a Canadian
      corporation for R$ 191.4. Additional consideration may be payable by
      Molson in the event the Bavaria brand attains specified market share
      levels, as measured by an independent market research firm. A minimum
      market share of 6.5%, in addition to intermediary targets, must be
      attained by 2005 to assure receipt of the full contingent price of R$
      224.7. We have recorded no such gains to date as the targets have not
      been met.


7     DEFERRED CHARGES

                                            2002      2001
                                          --------  --------
Cost
  Pre-operating expenses                     247.3     245.4
  Implementation and expansion costs         214.0     189.5
  Other                                      133.0      81.4
                                           -------   -------
                                             594.3     516.3
Accumulated amortization                    (438.8)   (347.5)
                                           -------   -------
                                             155.5     168.8
                                           =======   =======

                                     F - 27

<PAGE>

COMPANHIA DE BEBIDAS DAS AMERICAS - AMBEV

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
AT DECEMBER 31
EXPRESSED IN MILLIONS OF REAIS, UNLESS OTHERWISE STATED
-------------------------------------------------------------------------------


8     INVESTMENTS - SIGNIFICANT DIRECT AND INDIRECT SUBSIDIARIES

<TABLE>
<CAPTION>
                                        PERCENTAGE INTEREST           SHAREHOLDERS' EQUITY)              NET INCOME (LOSS)
                                             (TOTAL SHARES)         (UNSECURED LIABILITIES

FULLY CONSOLIDATED                      2002     2001     2000     2002      2001      2000      2002     2001     2000
------------------------------------  -------- -------- -------- --------  --------  --------  -------- -------- --------
<S>                                   <C>      <C>      <C>      <C>       <C>       <C>       <C>      <C>      <C>
Brahma                                                     100.0                      2,545.6                       967.2
BSA Bebidas Ltda. (formerly Miller
  Brewing do Brasil Ltda.)               100.0    100.0     50.0      7.9      11.7     (15.9)     (3.7)     9.4     (1.3)
CACN                                      50.2     50.2     50.2     61.8      73.4      66.5     (37.2)    (3.7)   (11.3)
CBB                                       99.7     99.7    100.0    772.1   2,238.9     246.0    (371.2)   615.9    (93.8)
CCBA                                      70.0     70.0     70.0     70.6      74.2     106.9     (85.6)   (21.7)    (4.6)
Cervejaria Astra S.A. (Astra)             96.7                      243.2                          68.0
Cympay                                    95.4     95.4              39.7      23.1                 1.0     (0.2)
Companhia Cervejaria Brahma Paraguay     100.0    100.0    100.0     46.4      35.1       2.7      (2.4)     1.1      1.5
(CCBP)
CRBS S.A. (CRBS)                          99.8     99.8     99.8    193.7     427.3     645.2      (2.6)   (57.1)    99.4
Eagle Distribuidora de Bebidas S.A       100.0    100.0    100.0  3,217.8   1,290.8     502.2   1,484.7    441.7    294.5
(Eagle)
Hohneck                                  100.0    100.0    100.0    215.5    (147.6)   (119.5)    363.0    (28.1)   (45.7)
Industria de Bebidas Antarctica do        98.8     98.8     98.8    361.5     358.1     368.6       3.6      2.6   (145.7)
Sudeste S.A. (IBA Sudeste)
Industria de Bebidas Antarctica                             61.8                        887.6               20.3     16.4
Norte-Nordeste (IBANN)
Industria de Bebidas Antarctica                    15.1     15.1              335.3     317.6      13.9     47.7      8.0
Polar S.A (Polar)
Jalua S.A.                               100.0    100.0    100.0  4,061.0   2,524.4   2,024.3   1,536.6    500.0    343.1
Malteria Pampa                           100.0    100.0    100.0    183.2      91.7      70.7     (31.5)     7.9     11.3
Miranda Correa                            99.4                      (15.3)                         (1.8)
Monthiers S.A.                           100.0    100.0           3,916.5   2,399.9             1,516.7   (333.9)
Pilcomayo Participacoes S.A
  (Pilcomayo)                            100.0    100.0              (1.3)    (42.6)               (7.1)    27.0
Pepsi                                    100.0    100.0    100.0     74.8      61.4     182.1      (1.7)     1.5     83.3

PROPORTIONALLY CONSOLIDATED COMPANIES
(*)

Agrega                                    50.0     50.0               0.5       0.8                (2.1)    (1.9)
Astra                                     65.5     43.2    243.2    100.9     117.3      68.0      16.1     20.8
Miranda Correa                            60.8     60.8                        (8.0)    (11.5)              (1.0)    (1.3)
Pilcomayo                                                   50.0                        (39.0)                        9.0
</TABLE>

(*)   The pro-rated balances of the proportionally consolidated companies at
      December 31, 2002 were: total assets - R$ 1.4 (2001 - R$ 178.6);
      working capital - R$ 117.0 (2001-R$ 58.9) and cash and cash equivalents
      of R$ 4.0 (2001- R$ 96.5). The pro-rated net income from these investees
      included in the consolidated financial statements totaled R$ 2.1 (2001 -
      R$ 13.2).

                                                                    F - 28

<PAGE>

COMPANHIA DE BEBIDAS DAS AMERICAS - AMBEV

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
AT DECEMBER 31
EXPRESSED IN MILLIONS OF REAIS, UNLESS OTHERWISE STATED
-------------------------------------------------------------------------------


9     GOODWILL AND NEGATIVE GOODWILL

                                        2002      2001
                                      --------  --------
GOODWILL
  Antarctica                            847.3     847.3
  Astra                                 123.2      28.9
  Cympay                                 34.2      34.2
  Miranda Correa                         5.5
  Malteria Pampa                         28.1      28.1
  Pilcomayo                              50.8      50.8
  Salus                                  19.0      19.0
                                     --------  --------
                                      1,108.1   1,008.3
Accumulated amortization               (331.3)   (226.0)
                                     --------  --------
Total goodwill, net                     776.8     782.3
                                     --------  --------
NEGATIVE GOODWILL
  Brahma minority conversion (roll-up) (149.9)   (149.9)
  Polar                                           (14.8)
                                     --------  --------
Total negative goodwill                (149.9)   (164.7)
                                     --------  --------
GOODWILL, NET                           626.9     617.6
                                     ========  ========

Changes in the goodwill and negative goodwill, net are as follows:

                                          2002    2001
                                      --------  --------
At beginning of year, net               617.6     614.8
  Goodwill on new acquisitions           99.8     113.9
  Negative goodwill on new acquisitions           (14.8)
  Adjustment of goodwill from Salus                (2.1)
  Amortization                         (105.3)    (94.2)
  Negative goodwill realized             14.8
                                     --------  --------
At end of year, net                     626.9     617.6
                                     ========  ========
                                     F - 29


<PAGE>

COMPANHIA DE BEBIDAS DAS AMERICAS - AMBEV

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
AT DECEMBER 31
EXPRESSED IN MILLIONS OF REAIS, UNLESS OTHERWISE STATED
-------------------------------------------------------------------------------


(a)   COMBINATION OF BRAHMA AND ANTARCTICA

      On July 1, 1999, the controlling shareholders of Brahma and the
      controlling shareholders of Antarctica announced a business combination.
      The combination involved the formation of AmBev, a holding company to
      which the controlling shareholders contributed their shares of Brahma
      and Antarctica.

      The combination of Brahma and Antarctica was accounted for as a merger,
      whereby the controlling shareholders of Brahma and Antarctica each
      contributed their shares at the Brazilian GAAP book values of their
      corresponding net assets. Goodwill arising from this transaction totaled
      R$ 815.6 and was attributed to (i) R$ 144.6 related to property, plant
      and equipment to be amortized over the useful lives of the assets and
      (ii) R$ 671.0 related to future profitability to be amortized over ten
      years. During 2000, hindsight adjustments increased goodwill to R$
      847.3.

      In September 2000, Brahma common shareholders approved a merger by which
      all outstanding shares of Brahma not yet exchanged for AmBev shares were
      converted (rolled up) into shares of the same type and class of AmBev
      generating negative goodwill of R$ 149.9.

(b)   BRAZILIAN ACQUISITIONS

      In April 2001, we acquired at a public auction an additional 33,728
      thousand shares of Polar, a Brazilian beer and soft drink producer. Our
      interest was further increased in a series of additional acquisitions
      from minority shareholders during 2001, which increased AmBev's direct
      and indirect holding to 97.4% of the voting capital and 96.2% of the
      total capital of Polar. The total amount paid for these interests
      acquired during 2001 was R$ 98.4, generating negative goodwill of R$
      14.8.

      In May 2001, we acquired, directly and indirectly (through Pati do
      Alferes Participacoes S.A.), 50.0% of the voting and total capital stock
      of Pilcomayo, increasing our interest to 100%. The consideration paid
      was R$ 30.5, and we recognized goodwill of R$ 50.8.

                                    F - 30


<PAGE>

COMPANHIA DE BEBIDAS DAS AMERICAS - AMBEV

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
AT DECEMBER 31
EXPRESSED IN MILLIONS OF REAIS, UNLESS OTHERWISE STATED
-------------------------------------------------------------------------------


      During 2001, we acquired 11,328 thousand preferred shares of Astra
      increasing our interest by 22.2% to 65.5%, for a total consideration of
      R$ 57.9, giving rise to goodwill of R$ 28.9.

      In June and July 2002, we acquired 11,808 common shares and 56,760
      preferred shares of Astra, a Brazilian beer producer, for R$ 128.5,
      generating goodwill of R$ 94.3 which is based on expected future
      profitability and is to be amortized over 10 years. As a result of this
      acquisition, we increased our interest in Astra from 65.5% to 96.7% and
      began to fully consolidate Astra as from January 1, 2002. Previously, we
      did not consolidate Astra as the shareholders' agreement precluded us
      from exercising control.

      In July 2002, we acquired 841,966 common shares, 15,488 Class A
      preferred shares and 446,587 Class B preferred shares of Miranda Correa,
      for the sum of R$ 1.00 (one real), generating goodwill of R$ 5.5 which
      is based on future profitability and is to be amortized over 10 years.
      As a result of this acquisition, we increased our interest in Miranda
      Correa from 60.8% to 99.4%. As a result of this increased participation,
      we assumed control of the management of Miranda Correa's operations,
      which had previously been managed by the other shareholders and began to
      fully consolidate this company's assets and liabilities in July 2002.

      In August 2002, Polar repurchased all of its outstanding shares,
      equivalent to 2.7% of its total shares for the consideration of R$ 6.8
      and, as a result, AmBev realized its total negative goodwill on Polar
      totaling R$ 14.8.

(c)   INTERNATIONAL ACQUISITIONS

      In October 2000, we acquired a 15.1% stake in the total and voting
      capital of Salus, a brewer in Uruguay. The acquisition of this
      non-controlling interest was made through a joint venture with the
      Danone Group. We paid a total consideration of R$ 22.3, giving rise to
      goodwill of R$ 21.1, which was adjusted on a hindsight basis to R$ 19.0
      in 2001.

      In February 2001, we exercised our option to acquire 95.4% of the total
      and voting capital of Cympay, which produces, markets and distributes
      malt and beer in Uruguay, for a total consideration of R$ 56.7,
      generating goodwill of R$ 34.2.

      On October 24, 2002, the Company and the Central American Bottling
      Corporation announced the formation of an alliance to operate in the
      beer market in Central America and the Caribbean.


<PAGE>

COMPANHIA DE BEBIDAS DAS AMERICAS - AMBEV

<TABLE>
<CAPTION>
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
AT DECEMBER 31
EXPRESSED IN MILLIONS OF REAIS, UNLESS OTHERWISE STATED
--------------------------------------------------------------------------------------------


10    LOANS AND FINANCINGS

DESCRIPTION                   FINANCIAL CHARGES      FINAL MATURITY       2002       2001
---------------------------  -------------------    ----------------    --------   --------
<S>                          <C>                    <C>                 <C>        <C>
LOCAL CURRENCY (REAIS)

  Acquisition of equipment               TJLP + 2.9% December 2008        646.0      752.5
  ICMS tax incentives        Inflation index + 1.82%  January 2012        342.0      260.3
  Raw materials and others                                                            29.2

FOREIGN CURRENCIES
  Working capital
     Bond issuance                             10.7% December 2011      1,775.9    1,164.6
     Syndicated loan                Yen/LIBOR + 2.4%   August 2004      1,157.8      694.7
     Other (**)                                         April 2005         64.8      294.8
  Raw materials                                 6.1% December 2010        289.1    1,178.5
  Acquisition of equipment                      8.9%  January 2009        211.1      194.8
                                                                       --------   --------
                                                                        4,486.7    4,569.4
Less current portion
  (including short term debt)                                            (607.4)  (1,720.0)
                                                                       --------   --------
Long-term portion                                                       3,879.3    2,849.4
                                                                       ========   ========
</TABLE>

(*) BNDES       Brazilian Economic and Social Development Bank
    TJLP        Long-term interest rate fixed by government on quarterly basis:
                2002 - 10.0% (2001 - 10.0%);
    LIBOR       London Interbank Offered Rate six-month benchmark annual rate:
                2002 - 1.3% (2001 - 2.0%).

(**)  Includes loans and financing denominated in local currencies in
      Argentina and Venezuela.

                                     F - 32

<PAGE>

COMPANHIA DE BEBIDAS DAS AMERICAS - AMBEV

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
AT DECEMBER 31
EXPRESSED IN MILLIONS OF REAIS, UNLESS OTHERWISE STATED
-------------------------------------------------------------------------------


(a)   PRINCIPAL LOAN CONTRACTS AND PROGRAMS

      (i)   Acquisition of equipment

      In July 1997, we entered into a credit agreement with BNDES to finance
      our capital expenditures program to expand and modernize our industrial
      facilities and acquire machinery and equipment. The line of credit is
      payable in monthly installments with final maturity in July 2005. The
      total amount under the agreement has been drawn down.

      In May 2001, we entered into an additional credit agreement with BNDES
      totaling R$ 216.5 of which R$ 168.2 was received in 2001 and the remaining
      in 2002. The balance under the credit agreement becomes payable after one
      year in monthly installments with final maturity in December 2008.

      (ii)  ICMS tax incentive programs

      The loans relate to programs offered by certain states through which a
      percentage of the monthly ICMS due is financed by the state's financial
      agent, generally over five years from the tax due date (Note 11).

      (iii) Issuance of bonds

      In December 2001, CBB issued U.S.$ 500 million 10 1/2% notes due 2011
      (Notes), with a full and unconditional guarantee offered by AmBev. The
      bond was issued at a price equivalent to 98.56% of the nominal principal
      amount, with an interest rate of 12.3% including 15% withholding tax per
      annum, payable every six months and final maturity in December 2011.

      As determined by the bond agreement, AmBev registered the Notes on
      October 4, 2002 with the Securities and Exchange Commission (SEC) to
      cause the Notes to generally become freely transferable. These Notes
      contain certain covenants and events of default which, if triggered,
      will cause accelerated amortization.

                                    F - 33

<PAGE>

COMPANHIA DE BEBIDAS DAS AMERICAS - AMBEV

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
AT DECEMBER 31
EXPRESSED IN MILLIONS OF REAIS, UNLESS OTHERWISE STATED
-------------------------------------------------------------------------------


      (iv)  Syndicated loan

      On August 1, 2001, CBB raised the equivalent on that date of U.S.$ 315.0
      through a Japanese Yen-denominated syndicated loan. The loan has a
      three-year maturity and an interest rate of Yen LIBOR plus 2.4% per
      annum. We have contracted cross-currency interest rate swaps and forward
      contracts to mitigate our currency and interest rate risks, swapping the
      currency to the U.S. dollar and fixing our interest rate at 5.95% per
      annum.

      This loan is jointly guaranteed by AmBev and certain subsidiaries and is
      subject to indebtedness and liquidity ratios.

      (v) Raw materials

      Raw material import finance terms are normally for payment in a single
      installment on the 360th day, and are primarily to finance importations
      of malt and hops. The buyer credit financings are mostly obtained
      through international financial institutions.

(b)   COLLATERAL

      Loans and funding obtained from BNDES for expansion, construction of
      plants and purchase of equipment are covered by mortgages on land and
      buildings and liens on equipment. Certain loans for the purchase of raw
      materials, substantially malt, syndicated loans and the bonds are
      jointly guaranteed by the Company and its subsidiaries.

      The loans from the Brazilian Governmental Program Funds for Financing
      the Acquisition of Industrial Machinery and Equipment (FINAME), which
      are principally long-term, are secured by liens on equipment and
      machinery in the amount of R$ 159.0. The loans from the BNDES are
      secured by mortgages on certain of the plants of CBB and CCBA in the
      amount of R$ 781.2. The short-term financing of raw materials,
      principally malt, is guaranteed by promissory notes.

                                    F - 34


<PAGE>

COMPANHIA DE BEBIDAS DAS AMERICAS - AMBEV

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
AT DECEMBER 31
EXPRESSED IN MILLIONS OF REAIS, UNLESS OTHERWISE STATED
-------------------------------------------------------------------------------


(c)   MATURITIES

      At December 31, 2002, the Company's long-term loans, by year of
      maturity, are the following:

2004                                1,460.0

2005                                  239.2
2006                                  172.1
2007                                  131.0
2008                                   61.7
Subsequent years through 2011       1,815.3
                                  ---------
Total                               3,879.3
                                  =========


11    SALES TAX DEFERRALS AND OTHER TAX CREDITS

      We currently participate in programs whereby a percentage of payments of
      ICMS, due from sales generated by specific production facilities, are
      deferrable for periods of generally five years from their original due
      date. Percentages deferrable usually range from 40% to 100% over the
      life of the program. Amounts deferrable under these programs are
      unlimited, except in certain states with which we have special
      agreements. Balances deferred generally accrue interest and are only
      partially inflation-indexed.


DESCRIPTION                                                2002         2001
-------------------------------------                    --------     --------
Short-term liabilities
  Loans and financings (Note 10)                            342.0       260.3
  Sales taxes deferrals (included in Other taxes
     payable)                                               154.1       139.5
                                                          -------     -------
                                                            496.1       399.8
                                                          =======     =======
Long-term liabilities
  Sales taxes deferrals                                     306.9       347.0
                                                          -------     -------
                                                            306.9       347.0
                                                          =======     =======

                                     F - 35

<PAGE>

COMPANHIA DE BEBIDAS DAS AMERICAS - AMBEV

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
AT DECEMBER 31
EXPRESSED IN MILLIONS OF REAIS, UNLESS OTHERWISE STATED
-------------------------------------------------------------------------------


12    COMMITMENTS AND CONTINGENCIES

(a)   TAX AND LEGAL CLAIMS

      We are contesting the payment of certain taxes and contributions and
      have made judicial escrow deposits (Restricted deposits for legal
      proceedings) of equivalent or lesser amounts pending final judicial
      decisions. Our management believes that the accrued liability for
      contingencies, including interest, is sufficient to meet probable and
      reasonably estimable losses in the event of unfavorable rulings.

      The following probable losses have been identified based on the advice
      of outside legal counsel and have been provided as liabilities in our
      financial statements.

                                                    2002         2001
                                                  --------     --------
Indirect taxes (i)
  ICMS and IPI                                     458.1        472.9
  PIS and COFINS                                   260.3        119.7
Labor claims (ii)                                  131.5        108.3
Income tax and social contribution                  66.7         40.8
Claims from distributors (iii)                      18.6         30.0
Others                                              79.7         43.8
                                                --------      -------
Total accrued liabilities for contingencies      1,014.9        815.5
                                                ========      =======

      AmBev may be exposed to additional possible risks, based on the opinion
      of the legal counsel, estimated at R$ 976.0 (2001 - R$ 1,000.0) which
      have not been provisioned. Although there can be no assurance that AmBev
      will prevail in every case, management does not believe that the
      ultimate disposition of these legal contingencies will have a material
      effect on AmBev's financial condition or results of operations.

                                     F - 36


<PAGE>

COMPANHIA DE BEBIDAS DAS AMERICAS - AMBEV

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
AT DECEMBER 31
EXPRESSED IN MILLIONS OF REAIS, UNLESS OTHERWISE STATED
-------------------------------------------------------------------------------


Changes in the accrued liabilities for contingencies are as follows:

                                                    2002         2001
                                                  --------     --------

At beginning of year                               815.5        878.0
  New provisions                                   255.5        185.7
  Payments                                         (14.8)       (95.7)
  Interest                                          32.8         13.1
  Reversals                                        (74.1)      (165.6)
                                                --------      -------
At end of year                                   1,014.9        815.5
                                                ========      =======

      (i)   Indirect taxes

      These legal proceedings include claims for taxes on income, ICMS
      value-added taxes and IPI excise taxes, among others. We have filed
      claims against the tax authorities to assure we effectively benefit from
      IPI tax exemptions on certain inputs. Currently the "exemption" becomes
      a mere tax deferral at the time of sale. As these and other claims are
      contingent upon obtaining favorable, non- appealable judicial decisions,
      the corresponding assets, which might arise in the future, are only
      recognized once realization is assured.

      During 1999, we obtained an injunction permitting us to suspend payment
      of PIS and COFINS (taxes on revenues) on interest income. Although we
      have filed a claim against the tax authorities to support our view that
      PIS and COFINS are unconstitutional, we have recognized the legal
      obligation for PIS and COFINS until such time as we receive a final
      ruling or the relevant law is repealed. The charge to recognize the
      obligation in 2002 was R$ 135.0 recorded as Provision for contingencies
      and other (2001 - R$ 37.4; 2000 - R$ 43.6). As of December 31, 2002 the
      provision amounts to R$ 211.0 (2001 - R$ 76.0). However, upon enactment
      of Law No. 10,637 on December 1, 2002, which introduced new parameters
      for calculation of the PIS taxes, AmBev is paying PIS on prospective
      transactions as they accrue.

                                    F - 37

<PAGE>

COMPANHIA DE BEBIDAS DAS AMERICAS - AMBEV

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
AT DECEMBER 31
EXPRESSED IN MILLIONS OF REAIS, UNLESS OTHERWISE STATED
-------------------------------------------------------------------------------


      Many Brazilian taxpayers, including us, have filed claims seeking to
      exclude for the period from 1988 to 1995 the indexation for inflation of
      certain PIS taxes. In May 2001 a decision of the appellate court ruled
      in favor of a plaintiff taxpayer. In the administrative judicial system,
      the decisions have been favorable to the taxpayers, and the tax
      authorities are no longer issuing new infraction notices regarding this
      issue. Although the issue has not yet received a final unappealable
      ruling, the probability of the taxpayers' position not prevailing is
      considered to be remote. On October 15, 2001, we concluded the
      preliminary determination of the credits arising in the five-year
      prescriptive period prior to the date of our claim. The liability,
      including interest and charges, totaling R$ 138.7 was reversed to income
      (Provision for contingencies and other) during 2001. The amounts are
      being recovered by offsetting other Federal taxes due.

      We have also filed claims against the tax authorities to support our
      view that certain taxes levied are unconstitutional, however because we
      are required by law to pay these amounts, we have deposited the amounts
      into judicial escrow accounts (Restricted deposits for legal
      proceedings) and/or made provisions for amounts legally due.

      (ii) Labor claims

      We are involved in approximately 8,000 legal proceedings with former and
      current employees, mainly relating to dismissals, severance, health and
      safety premiums, supplementary retirement benefits and other matters. We
      have established provisions in connection with all proceedings for which
      we believe, based on the advice of our outside legal counsel, there is a
      probable chance of loss. Judicial escrow deposits, principally for labor
      claims, totaled R$ 74.7 at December 31, 2002 (2001 - R$ 53.6). At
      December 31, 2002 none of these claims had probable estimated loss which
      individually amounted to more than R$ 0.9.

      (iii) Claims from distributors

      We have several claims filed against us by former distributors whose
      contracts were terminated due to low sales volumes, failure of
      distributors to meet our guidelines and a general restructuring of our
      distribution network. We have provisions for probable losses of R$ 18.6,
      based on advice of outside legal counsel (2001 - R$ 30.0).

                                     F - 38


<PAGE>

COMPANHIA DE BEBIDAS DAS AMERICAS - AMBEV

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
AT DECEMBER 31
EXPRESSED IN MILLIONS OF REAIS, UNLESS OTHERWISE STATED
-------------------------------------------------------------------------------


(b)   COMMITMENTS

      Commitments for construction under contract at December 31, 2002 are
      estimated at R$ 124.5.

      We have contracts with certain key suppliers to buy volumes of key
      materials in our production processes, including aluminum, plastics and
      natural gas, but without fixed volumes or values.

(c)   ENVIRONMENTAL ISSUES

      We are subject to federal, state and local environmental laws. These
      laws generally provide for control of air emissions and require
      responsible parties to undertake remediation of hazardous waste disposal
      sites. Civil penalties may be imposed for noncompliance.

      We provide for remediation costs and penalties when a loss is probable
      and the amount is reasonably determinable. It is not presently possible
      to estimate the amount of all remediation costs that might be incurred
      or penalties that may be imposed. Our management does not presently
      anticipate that such costs and penalties, to the extent not previously
      provided for, will have a material adverse effect on our consolidated
      financial condition, statement of operations or liquidity.

      At present we believe there are no unasserted environmental claims or
      assessments. We have made substantial capital expenditures to bring
      existing facilities into compliance with various environmental laws.

      Recent environmental expenditures are as follows:

YEAR ENDED              PROPERTY, PLANT         WASTE
DECEMBER 31,            AND EQUIPMENT       TREATMENT       TOTAL
------------            --------------      ---------      -------
2002                          2.8              38.8          41.6
2001                          5.1              51.1          56.2
2000                          1.7              34.2          35.9

      Budgeted environmental expenditures for the five-year period ending
      December 31, 2007 total approximately R$ 254.9 (unaudited).

                                     F - 39

<PAGE>

COMPANHIA DE BEBIDAS DAS AMERICAS - AMBEV

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
AT DECEMBER 31
EXPRESSED IN MILLIONS OF REAIS, UNLESS OTHERWISE STATED
-------------------------------------------------------------------------------


13    OTHER LIABILITIES

                                                                2002     2001
                                                              -------- --------
CURRENT LIABILITIES
  Dividends and interest attributed to shareholders' equity    345.7    182.6
  Employee and management profit sharing program               134.6     76.6
  Other accounts payable                                       126.7     46.2
  Accounts payable to affiliated companies (Note 14 (c))        76.6
                                                              ------   ------
                                                               683.6    305.4
                                                              ======   ======
LONG-TERM LIABILITIES
  Post-retirement benefits (Note 14)                            53.4     55.6
  Deferred income tax and social contribution (Note 17)         25.7     31.6
  Other accounts payable                                        29.4      7.9
  Supplier credits                                              29.4      0.4
  Accounts payable to FAHZ (Note 14 (c))                                 57.0
                                                              ------   ------
                                                               137.9    152.5
                                                              ======   ======

14    EMPLOYEE BENEFITS

(a)   AMBEV PENSION BENEFITS

      AmBev sponsors a defined-benefit pension plan (closed to new
      participants) and a defined-contribution plan, which supplement benefits
      that the Brazilian government's social security system provides to our
      employees and those of our Brazilian subsidiaries. Contributions by
      AmBev under the plan are determined based on a percentage of participant
      salaries.

      These plans are administered by the AmBev Pension Fund, Instituto AmBev
      de Previdencia Privada. In the year ended December 31, 2002, the Company
      contributed R$ 0.9 (2001 - R$ 0.8) to the AmBev Pension Fund.

                                    F - 40

<PAGE>

COMPANHIA DE BEBIDAS DAS AMERICAS - AMBEV

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
AT DECEMBER 31
EXPRESSED IN MILLIONS OF REAIS, UNLESS OTHERWISE STATED
-------------------------------------------------------------------------------


      The AmBev Pension Fund was established solely for the benefit of our
      employees, and its assets are held independently. We nominate the three
      directors of the AmBev Pension Fund.

      At December 31, 2002 we had 4,391 participants in our plan (2001 -
      5,181), of which 2,872 (2001 - 4,115) participated in the
      defined-benefit plan.

      Based on the independent actuarial reports, the funded status of AmBev's
      plans at December 31, is determined as follows:


                                                  2002     2001
                                                -------  --------
Fair value of plan assets                         458.7     417.5
Less - valuation allowance over assets (*)       (111.5)   (124.0)
Present value of actuarial liability             (325.6)   (272.8)
                                                -------   -------
Funded status                                      21.6      20.7
                                                =======   =======

      (*) This valuation allowance related to a plan which has been closed to
      new participants and was recorded because, under current pension
      regulation, any surplus of assets over liabilities cannot be returned to
      the Company. The net asset balance was limited to the present value of
      the estimated future reduction in contributions. The Company does not
      expect to recover this amount at the present time.

      In accordance with NPC Standard No. 26 (Note 2(k)), the prepaid pension
      benefit cost was recognized at December 31, 2001 as a credit to
      shareholders' equity ((d) below). Prospective changes in the net asset
      balance are recorded in income.

(b)   HEALTH CARE AND OTHER BENEFITS DIRECTLY PROVIDED BY AMBEV

      AmBev directly provides health care benefits, reimbursement of
      medication costs and other benefits to retirees from the subsidiaries
      IBANN, Polar and IBA Sudeste, through its subsidiary CBB.

                                     F - 41


<PAGE>

COMPANHIA DE BEBIDAS DAS AMERICAS - AMBEV

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
AT DECEMBER 31
EXPRESSED IN MILLIONS OF REAIS, UNLESS OTHERWISE STATED
-------------------------------------------------------------------------------


      The provision for these benefits based on the actuarial reports, of R$
      53.4 at December 31, 2002 (2001 - R$ 55.6) is recorded as
      Post-retirement benefits under Other long-term liabilities (Note 13).

      At January 1, 2002            55.6

      Benefits paid                 (5.5)
      Interest cost                  3.3
                                   -----
      At December 31, 2002          53.4
                                   =====

(c)   WELFARE FOUNDATION - THE FAHZ

      The employees and retirees of the Company receive health care and dental
      assistance from the Fundacao Antonio e Helena Zerrenner Instituicao
      Nacional de Beneficiencia (FAHZ), one of our shareholders.

      In accordance with NPC No. 26, the Company recognized the actuarial
      liability related to the obligation for the benefits provided directly
      by AmBev, but not for benefits provided by the FAHZ. The assumption is
      that this obligation will not be legally imputed to the Company and will
      be covered by the contributions made annually (up to 10% of the net
      income of each year), which are recognized through the statement of
      operations. In 2001, an independent actuarial appraisal of the benefit
      obligations undertaken by the FAHZ was concluded which determined the
      funds required to be provided by the sponsoring companies to make the
      FAHZ self-sufficient. Part of the necessary funds, in the amount of R$
      12.8 (2001 - R$ 75.8), was expensed by the Company in 2002 and charged
      to income under Contributions to FAHZ.

      At December 31, 2001, we had outstanding accounts payable to the FAHZ
      related to contributions, which we committed to make at the time of the
      merger between the Brahma Welfare Foundation (BWF) and FAHZ, totaling R$
      57.0 which were included in Other long-term liabilities (Note 13). This
      commitment arose from the standardization of the benefits granted to
      Antarctica's employees when compare to those provided by Brahma and the
      extension of the benefits, substantially health and dental care, to the
      employees of all subsidiaries of AmBev in Brazil, whereas in the past
      each of Antarctica's subsidiaries supported such expenses directly.

                                    F - 42

<PAGE>

COMPANHIA DE BEBIDAS DAS AMERICAS - AMBEV

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
AT DECEMBER 31
EXPRESSED IN MILLIONS OF REAIS, UNLESS OTHERWISE STATED
-------------------------------------------------------------------------------


      On November 1, 2002, we paid the outstanding amount in full and at the
      same date entered into an intercompany loan agreement with FAHZ for the
      same amount with a maturity date of April 30, 2003 and accruing interest
      of 4% per annum above an inflation index. The outstanding balance at
      December 31, 2002 of R$ 76.6 is presented as Other current liabilities
      (Note 13).


(d)   RECOGNITION OF THE EFFECTS OF NPC STANDARD NO. 26 AT DECEMBER 31, 2001

      NPC No. 26 established the mandatory recognition of actuarial
      liabilities, as well as certain actuarial assets, relative to benefits
      provided to employees (Note 2(k)). As a consequence, the Company charged
      directly to shareholders' equity, at December 31, 2001, an amount of R$
      56.5 as follows:

      Provision for health care benefits and other

        Provided directly by AmBev                          (55.6)
        Additional funding of FAHZ                          (61.5)
        Deferred taxes on the provision of benefits          39.8
                                                           ------
        Provision for benefits, net of deferred taxes       (77.3)
                                                           ------
      Funded status - AmBev Pension Fund                     20.8
                                                           ------
      Adjustment to shareholders' equity                    (56.5)
                                                           ======

      The nominal assumptions used in the calculation of the actuarial
      liability were the following:

                                       ANNUAL PERCENTAGE
                                       -----------------
                                          2002    2001
                                        ------   -----
      Projected inflation rate             4.3     2.0
      Discount rate                       10.6     8.1
      Expected rate of return on assets   18.0     8.1
      Rate of compensation increase        7.5     5.1
      Increase in health care costs        7.5     7.1

                                     F - 43

<PAGE>

COMPANHIA DE BEBIDAS DAS AMERICAS - AMBEV

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
AT DECEMBER 31
EXPRESSED IN MILLIONS OF REAIS, UNLESS OTHERWISE STATED
-------------------------------------------------------------------------------


15    SHAREHOLDERS' EQUITY

(a)   CAPITAL AND SHAREHOLDERS' RIGHTS

      (i)   Capital

      In April 2002, the shareholders approved the cancellation of 277,146
      common and 1,227,597 preferred shares without reducing share capital.
      During 2002, share capital was increased by R$ 101.9 under the stock
      ownership plan upon issuance of 348,075 thousand preferred shares.

      In November 2001, the Company issued 96,713 thousand common shares and
      429,498 thousand preferred shares to the minority shareholders of IBANN
      in the amount of R$ 298.3 based on an independent fair value appraisal.
      This transaction generated a gain on change in ownership interest in the
      amount of R$ 18.3, recognized in Other non-operating income. Certain
      shares issued were repurchased from the minority shareholders. In March
      2001, a capital increase was effected in the amount of R$ 80.8 under the
      stock ownership plan for upon the issuance of 569,108 thousand preferred
      shares.

      At the Extraordinary Shareholders' Meetings held in January and April
      2000, the shareholders approved the reduction of R$ 330.4 in the capital
      stock, without reduction in the number of shares. This reduction was
      made to absorb the accumulated deficit at December 31, 1999 of R$ 310.7;
      and the balance of R$ 19.7, was returned to the shareholders. At the
      Extraordinary Shareholders' Meeting held in September 2000, the
      shareholders approved a further reduction in the Company's stock, in the
      amount of R$ 324.2, of which R$ 232.1 were to absorb the accumulated
      deficit and R$ 92.1 were distributed to the shareholders, also without
      any reduction in the number of shares. In the same meeting, a capital
      increase was approved in the amount of R$ 1,502.3, through the roll up,
      by AmBev, of all shares representing the capital stock of Brahma held by
      the minority shareholders, totaling 1,176,536 thousand common shares and
      4,452,258 thousand preferred shares, whereupon Brahma became a
      wholly-owned subsidiary of AmBev. Each of Brahma's shareholders received
      one share in AmBev for each share of Brahma.

                                    F - 44

<PAGE>

COMPANHIA DE BEBIDAS DAS AMERICAS - AMBEV

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
AT DECEMBER 31
EXPRESSED IN MILLIONS OF REAIS, UNLESS OTHERWISE STATED
-------------------------------------------------------------------------------


      The Company's capital stock at December 31, 2002 amounted to R$ 3,046.2
      (2001 - R$ 2,944.3), represented by 38,620,730 thousand nominative
      shares with no par value (2001 - 39,741,398 thousand), comprised of
      15,795,903 thousand common shares (2001 - 16,073,049 thousand) and
      22,824,827 thousand preferred shares (2001 - 23,668,349 thousand).

      (ii) Stock split

      On October 20, 2000, an Extraordinary Shareholders' Meeting approved a
      five- for-one stock split of common and preferred shares of AmBev,
      increasing the number of shares to 15,976,336 thousand common and
      22,669,744 thousand preferred shares. No retroactive split has been
      applied in the Brazilian GAAP financial statements, except for
      information provided for our stock ownership plan ((g) below)

      (iii) Share rights

      Our preferred shares are non-voting but have priority in the return of
      capital in the event of liquidation. Our common shares have the right to
      vote at shareholder meetings. Under our by-laws, we are required to
      distribute to shareholders as a mandatory dividend in respect of each
      fiscal year ending on December 31 an amount not less than 27.5% of our
      net income determined under Brazilian GAAP, as adjusted in accordance
      with such law, unless payment of such amount would be incompatible with
      AmBev's financial situation. The mandatory dividend includes amounts
      paid as interest attributed to shareholders' equity (Note 15(e)).
      Preferred shares are entitled to a dividend premium of 10% over that
      received by the common shareholders.

                                    F - 45

<PAGE>

COMPANHIA DE BEBIDAS DAS AMERICAS - AMBEV

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
AT DECEMBER 31
EXPRESSED IN MILLIONS OF REAIS, UNLESS OTHERWISE STATED
-------------------------------------------------------------------------------


      (iv) Share activity (in thousands of shares)


                                            2002         2001         2000
                                        -----------  -----------  -----------
PREFERRED SHARES
  At beginning of year                   23,668,349   22,669,744       81,691
     Employee stock ownership plan
       purchases                            384,075      569,107
     IBANN transaction (Note 15(a)(i))                   429,498
     Roll-up of Brahma minorities                                   4,452,258
     Stock split                                                   18,135,795
     Cancellation of shares              (1,227,597)
                                        -----------  -----------  -----------
  At end of year                         22,824,827   23,668,349   22,669,744
                                        ===========  ===========  ===========
COMMON SHARES
  At beginning of year                   16,073,049   15,976,336    2,018,731
     IBANN transaction (Note 15(a)(i))                    96,713
     Roll-up of Brahma minorities                                   1,176,536
     Stock split                                                   12,781,069
     Cancellation of shares                (277,146)
                                        -----------  -----------  -----------
  At end of year                         15,795,903   16,073,049   15,976,336
                                        ===========  ===========  ===========

(b)   SUBSCRIPTION WARRANTS

      At December 31, 2002, AmBev had 404,931 thousand subscription warrants
      outstanding, of which 262,891 thousand are for subscription of preferred
      shares and 142,039 thousand are for subscription of common shares. Each
      warrant is exercisable to AmBev shares on a five-to-one basis. The
      warrants will be exercisable during April of 2003.

AmBev believes that the subscription price for each of the warrants is based on
the original exercise price of R$ 200 per thousand shares, adjusted by the IGP-
M plus accrued interest of 12% per annum, reduced by dividends paid, as
determined by the issue notice of the warrants.

                                     F - 46

<PAGE>

COMPANHIA DE BEBIDAS DAS AMERICAS - AMBEV

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
AT DECEMBER 31
EXPRESSED IN MILLIONS OF REAIS, UNLESS OTHERWISE STATED
-------------------------------------------------------------------------------


      Should a public or private subscription occur at a price below the
      (theoretical) warrant subscription price, the price would be adjusted to
      match such subscription price and it would be the basis for all
      subsequent adjustments be resumed at this new level. This clause aimed
      to ensure that any issuances of new shares, at prices lower than the
      warrant subscription price, would also benefit the warrant holders, as
      is commonly the case, for example when issuing convertible debentures.

      On November 1, 2002, AmBev was informed by the CVM that its General
      Counsel's office had a different understanding regarding the issuances
      of new stock and considered that the warrant subscription price should
      be the price realized from 1996 to 2003, including shares issued under
      the restricted scope of the Company's stock ownership plan. See Note
      21(b) for more updated information.

(c)   REVENUE RESERVES

      (i) Legal

      Under Brazilian GAAP, AmBev, together with our Brazilian subsidiaries,
      are required to appropriate an amount not less than 5% of net income
      after absorbing accumulated losses, to a statutory (legal) reserve. The
      reserve may be used to increase capital or absorb losses, but may not be
      distributed as dividends.

      (ii) Investments

      Our by-laws require that we appropriate at least 5% of statutory
      adjusted net income to a reserve for investments; such appropriation
      cannot exceed 68.9% of net income under Brazilian GAAP.

                                    F - 47

<PAGE>

COMPANHIA DE BEBIDAS DAS AMERICAS - AMBEV

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
AT DECEMBER 31
EXPRESSED IN MILLIONS OF REAIS, UNLESS OTHERWISE STATED
-------------------------------------------------------------------------------


      (iii) Shareholder transaction

      During 2002, in connection with our project financing agreement with the
      International Finance Corporation (IFC), we transferred to the IFC
      53,727 thousand preferred shares as payment of U.S.$ 5,000 thousand of
      our outstanding debt, upon the exercise by the IFC to convert the
      balance of the debt. We recognized a gain of R$ 11.7 on this transaction
      which was recorded directly to our shareholders' equity as a capital
      reserve.

(d)   TREASURY SHARES

      At December 31, 2002 the Company held in treasury 90,405 thousand common
      shares and 272,579 thousand preferred shares in the total amount of R$
      180.5.

      The Board of Directors has successively approved the repurchase of
      shares, and the Company is authorized, during renewable periods of up to
      90 days, to acquire shares within certain limits.

      In January 2003, the Company announced a new buyback program totaling R$
      200 million valid for 90 days in conformity with CVM Instruction No.
      10/80.

      Additionally as part of our buyback program, in 2001, our Board of
      Directors authorized the issue of put options for the repurchase of
      188,380 thousand preferred shares of our own stock. The net premium
      received on the placement of the options was R$ 4.9, recorded as a
      capital reserve in shareholders' equity. In 2002, the put options were
      exercised and the Company repurchased 188,380 shares for the total
      consideration of R$ 89.1.

                                    F - 48

<PAGE>

COMPANHIA DE BEBIDAS DAS AMERICAS - AMBEV

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
AT DECEMBER 31
EXPRESSED IN MILLIONS OF REAIS, UNLESS OTHERWISE STATED
-------------------------------------------------------------------------------


      Activity in the number of own shares held in treasury during the year
      was as follows:

                                                   IN THOUSANDS OF SHARES
                                           ------------------------------
                                                2002       2001      2000
                                           ---------   --------  --------
PREFERRED SHARES
 At beginning of year                       (848,906)   (53,727)  (10,745)
 Repurchase of shares                       (706,102)  (795,179)
 Transfer of shares to IFC (Note 15(c)(iii)   53,727
 Stock split                                                      (42,982)
 Cancellation of shares                    1,227,597
                                          ----------  ---------  --------
 At end of year                             (273,684)  (848,906)  (53,727)
                                          ==========  =========  ========
COMMON SHARES
 At beginning of year                       (271,567)   (29,495)   (7,228)
 Repurchase of shares                       (106,710)  (242,072)  (29,495)
 Stock split                                                      (28,912)
 Cancellation of shares                      277,146               36,140
                                          ----------  ---------  --------
 At end of year                             (101,131)  (271,567)  (29,495)
                                          ==========  =========  ========

(e)   DIVIDENDS AND CONTRIBUTIONS

      Dividends are payable in reais and may be converted into other foreign
      currencies and remitted to shareholders abroad provided that the
      non-resident shareholders' capital is registered with the Brazilian
      Central Bank.

                                    F - 49

<PAGE>

COMPANHIA DE BEBIDAS DAS AMERICAS - AMBEV

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
AT DECEMBER 31
EXPRESSED IN MILLIONS OF REAIS, UNLESS OTHERWISE STATED
-------------------------------------------------------------------------------


(i) Dividends

      The determination of the dividend approved by the Board of Directors
      from net income for the year ended December 31 was as follows:

                                                          2002    2001
                                                       ------- -------
Net income for the year                                1,510.3   784.6
Legal reserve (5%)                                       (75.5)  (39.2)
                                                       -------  ------
Dividend basis                                         1,434.8   745.4
                                                       =======  ======
Dividends
  Prepaid interim distribution:
     as interest attributed to shareholders' equity              284.6
     as dividends                                        160.8
  Supplemental dividends - proposed                      341.4    52.0
                                                       -------  ------
Withholding tax on interest attributed to shareholders'
  equity (generally 15%)                                         (42.7)
                                                       -------  ------
Total dividends, net of withholding tax                  502.2   293.9
                                                       =======  ======
Percentage of dividends to dividend basis                 35.0%   39.4%
                                                       =======  ======
Dividends per thousand shares
  outstanding at year-end - (in whole reais) - R$
     Common                                              12.40    7.17
                                                       =======  ======
     Preferred                                           13.64    7.89
                                                       =======  ======

      The FAHZ, one of our shareholders and the former controlling shareholder
      of Antarctica, provides medical, dental, educational and social
      assistance to current and retired employees of AmBev and their
      beneficiaries and covered dependents. At our option, we may contribute
      up to 10% of our Brazilian GAAP consolidated net income to support the
      FAHZ.

                                     F - 50

<PAGE>


COMPANHIA DE BEBIDAS DAS AMERICAS - AMBEV

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
AT DECEMBER 31
EXPRESSED IN MILLIONS OF REAIS, UNLESS OTHERWISE STATED
-------------------------------------------------------------------------------


(f)   INTEREST ATTRIBUTED TO SHAREHOLDERS' EQUITY

      Brazilian companies are permitted to pay limited amounts of interest on
      capital to shareholders and treat such payments as an expense for
      Brazilian income and social contribution tax purposes. This notional
      interest distribution is treated for accounting purposes as a deduction
      from shareholders' equity in a manner similar to a dividend. A 15% tax
      is withheld and paid by AmBev upon credit of the interest. Interest
      attributed to shareholders' equity is treated as a dividend for purposes
      of the mandatory dividend payable by AmBev.

(g)   STOCK OWNERSHIP PLAN

      The stock ownership plan for the purchase of Company shares (the Plan)
      is administered by a committee that includes non-executive members of
      our Board of Directors. This committee periodically creates stock
      ownership programs and sets the terms, vesting requirements and
      employees to be included and establishes the price at which the
      preferred and common shares are to be issued.

      The purchase price cannot be less than 90% of the average price of the
      shares traded on the Sao Paulo Stock Exchange (BOVESPA) in the previous
      three business days, inflation-indexed through the date the award is
      granted. The number of shares which may be granted each year under the
      Plan cannot exceed 5% of the total number of shares outstanding of each
      type of share at that date (shares granted represented 0.03% and 1.30%
      of total shares outstanding in 2002 and 2001, respectively).

      The Company may opt to issue new shares, or transfer its treasury shares
      to the employee. There is no expiration date for the purchase of the
      shares. If the employee ceases to be employed by the Company, the
      employee forfeits the purchase rights; and the Company has the right to
      repurchase any shares subscribed by the employee at a price equal to:

                                    F - 51

<PAGE>


COMPANHIA DE BEBIDAS DAS AMERICAS - AMBEV

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
AT DECEMBER 31
EXPRESSED IN MILLIONS OF REAIS, UNLESS OTHERWISE STATED
-------------------------------------------------------------------------------


      o     the price paid by the employee, adjusted by inflation, should the
            shares be sold within the first 30 months following the purchase;

      o     50% at the price paid, adjusted by inflation, and another 50% at
            the market price, if the employee sells the shares after the first
            30 months but before the 60th month following the purchase;

      o     at market price if sold at least 60 months following the purchase.

      Employees who do not apply at least 70% of their annual bonuses, net of
      income tax and other charges, to subscribe shares under the stock
      ownership plan, will forfeit their purchase rights in the same
      proportion of the bonuses not applied, unless the equivalent figure had
      been previously subscribed in cash by the employee.

      The Company may provide advances to employees for the purchase of
      shares. Financing arrangements are normally for periods of no more than
      four years and accrue 8% interest per annum above the Indice Geral de
      Precos a Mercado (IGP-M) (Note 2(n)). These advances are guaranteed by the
      shares. On December 31, 2002 these advances totaled R$ 324.8 (2001 - R$
      215.2) and are included in the balance sheet as non-current assets. In
      order to comply with the Sarbanes-Oxley Act of 2002, we are currently
      revising the terms of our stock ownership plan to extend the financing
      for the purchase of shares exclusively to our employees and not to
      officers or directors.

      All references to the number of preferred and common shares and per
      share amounts in the tables below have been restated to give retroactive
      effect to the stock split for all periods presented ((a)(ii) above). The
      summary of changes in shares included in the Plan for the years ended
      December 31, 2002, 2001 and 2000 is the following:

                                                  2002       2001        2000
                                                 ------     ------      ------
OUTSTANDING (IN THOUSANDS OF SHARES)
At beginning of year                          1,031,221   1,241,355   2,168,655
  Granted                                        18,000     499,750      66,500
  Exercised                                    (384,075)   (569,108)   (879,671)
  Forfeited                                     (24,346)   (140,776)   (114,129)
                                             ----------  ----------  ----------
At year end - outstanding and exercisable       640,800   1,031,221   1,241,355
                                             ----------  ----------  ----------
Shares available at end of each year that
  may be granted in the subsequent year       1,931,037   1,987,070   1,932,304
                                             ==========  ==========  ==========

                                     F - 52

<PAGE>


COMPANHIA DE BEBIDAS DAS AMERICAS - AMBEV

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
AT DECEMBER 31
EXPRESSED IN MILLIONS OF REAIS, UNLESS OTHERWISE STATED
-------------------------------------------------------------------------------


16    FINANCIAL INSTRUMENTS AND RISK MANAGEMENT

(a)   OVERVIEW

      A substantial part of our loans and financings are denominated in
      foreign currency. We also have assets in Brazil, Argentina, Uruguay,
      Paraguay, Venezuela and Central America.

      We hold cash and cash equivalents denominated in foreign currency, and
      enter into cross-currency interest rate and commodity swap transactions
      and foreign currency forward contracts in order to mitigate our exposure
      to changes in exchange rates on our consolidated currency exposure and
      changes in interest rate and commodity prices, particularly aluminum.

(b)   DERIVATIVE FINANCIAL INSTRUMENTS

      Volatility of interest rates, exchange rates and commodity prices are
      the principal market risks to which we are exposed and which we manage
      through derivative instruments to mitigate exposure to risk.

      We monitor and evaluate our derivative positions on a daily basis and
      adjust our strategy in response to market conditions. We also
      periodically review the credit limits and creditworthiness of our
      counter parties in these transactions. In view of our policies and
      practices established for derivatives, management considers the
      occurrence of non-measurable risk situations as unlikely.

      The notional outstanding amounts do not represent amounts exchanged by
      the parties and, thus, are not a measure of our exposure through the use
      of derivatives. The amounts exchanged during the term of the derivatives
      are calculated on the basis of the notional amounts and the other
      contractual conditions of the derivatives, which relate to interest
      rates and foreign currency exchange rates. The derivative instruments
      outstanding at December 31, 2002, held for purposes other than trading,
      were as follows:

                                    F - 53

<PAGE>


COMPANHIA DE BEBIDAS DAS AMERICAS - AMBEV

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
AT DECEMBER 31
EXPRESSED IN MILLIONS OF REAIS, UNLESS OTHERWISE STATED
-------------------------------------------------------------------------------


                                                 2002                  2001
                               ----------------------  --------------------
                                 CURRENT   UNREALIZED   CURRENT  UNREALIZED
                                 NOMINAL    GAINS AND   NOMINAL   GAINS AND
FINANCIAL INSTRUMENT              AMOUNT     (LOSSES)    AMOUNT    (LOSSES)
--------------------           ----------  ----------  --------   ---------
FOREIGN CURRENCY
  Yen/R$                          1,059.7        20.0     327.9     (18.1)
  U.S.$/R$                        2,300.0       297.2   1,199.1     (14.2)
  Pesos/U.S.$                                             100.0      18.0

INTEREST RATE
  Floating LIBOR/ fixed LIBOR     1,277.4         (5.6)    403.7      (0.2)
  CDI/Fixed interest rate           (42.1)

COMMODITY
  Aluminum                          166.4          4.9      90.7      (0.7)
  Sugar                               0.2
                                ---------     --------  --------   -------
Total                             4,761.6        316.5   2,121.4     (15.2)
                                =========     ========  ========   =======

(i)   Unrealized gains and losses

      Unrealized gains and losses represent the current amount receivable
      (payable) should all the instruments be settled on December 31, based on
      probable market value. At December 31, 2002, the outstanding balance of
      unrealized gains on derivatives instruments, recorded as Short-term
      investments against Financial income, was a gain of R$ 240.3 (2001 -
      loss of R$ 35.6).

(ii)  Cross-currency interest rate swaps

      Interest rate risks mainly relate to debt borrowed at floating rates.
      The foreign currency debt is largely subject to fluctuations in the
      London Interbank Offered Rate (LIBOR). The portion of local currency
      denominated debt that is subject to floating rates is linked to the
      Long-Term Interest Rate (TJLP), set quarterly by the Conselho Monetario
      Nacional. We use derivative instruments to mitigate the effects of
      volatility of the LIBOR rate.

      The carrying amounts of these financial instruments are market-to-market
      based on the prices in their corresponding markets at December 31, 2002.

                                    F - 54

<PAGE>


COMPANHIA DE BEBIDAS DAS AMERICAS - AMBEV

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
AT DECEMBER 31
EXPRESSED IN MILLIONS OF REAIS, UNLESS OTHERWISE STATED
-------------------------------------------------------------------------------


(iii) Currency and commodities

      These financial instruments are recorded at their fair market value. At
      December 31, 2002 gains totaling R$ 4.9, arising from these instruments
      obtained for the specific purpose of mitigating our exposure to
      fluctuations in foreign currencies and the prices of raw materials to be
      acquired, were deferred, and will be recognized in income when realized.

      During the year ended December 31, 2002, gains totaling R$ 345.6,
      arising from such instruments, were recognized through a reduction of
      Cost of sales. Additionally, credits of R$ 11.8 and R$ 14.2,
      respectively, were recognized against General and administrative
      expenses and Selling expenses, respectively, reducing our foreign
      currency denominated expenses.

(c)   CONCENTRATION OF CREDIT RISK

      We sell to distributors and directly to customers. Credit risk is
      minimized by the large distributors and customer base and ongoing
      control procedures, which monitor the creditworthiness of distributors
      and customers. Historically, we have not experienced significant losses
      on trade receivables. In order to minimize credit risk from investments,
      we have adopted policies restricting cash and/or investments that may be
      allocated among financial institutions, which take into consideration
      monetary limits and financial institution credit ratings.

(d)   FAIR VALUE OF FINANCIAL INSTRUMENTS

      To minimize the credit risk from its investments, the Company has
      adopted policies to allocate cash and investments, taking into
      consideration the limits and credit ratings of financial institutions,
      to prevent credit risk concentration, as follows:

      o     Cash and cash equivalents - The carrying amounts reported in the
            balance sheet approximate their fair values due to their nature
            and frequent re- pricing.

      o     Short-term investments - The fair value of investments are
            estimated based on quoted market prices. For investments for which
            there are no quoted market prices, fair values are derived from
            available yield curves for investments of similar quality and
            terms.

                                    F - 55

<PAGE>


COMPANHIA DE BEBIDAS DAS AMERICAS - AMBEV

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
AT DECEMBER 31
EXPRESSED IN MILLIONS OF REAIS, UNLESS OTHERWISE STATED
-------------------------------------------------------------------------------


      The estimated fair value amounts have been determined by the Company
      using available market information and appropriate valuation
      methodologies. However, management judgment is necessarily required in
      interpreting market data to develop the estimates of fair value.

      The fair value of the financial assets provides a shelter for the
      currency and interest rat risks accruing from the financial liabilities.
      Although the Company's intention is to hold the assets, they could be
      realized at the Company's discretion. Should these instruments be
      settled only on their respective maturity dates, the negative effect
      between the market value and estimated yield curve of the instruments
      would be totally eliminated. Had the Company been able to adopt the same
      criterion to recognize its financial liabilities at market value, it
      would have presented an unrealized pre-tax gain of approximately R$
      461.6 at December 31, 2002 as below:

Financial liabilities        BOOK VALUE    FAIR VALUE    UNREALIZED GAIN
                             ----------    ----------    ---------------
Notes                           1,775.9      1,377.4          398.5
Syndicated loan                 1,157.8      1,103.5           54.3
Raw material financing            105.6         96.7            8.9
                             ----------    ----------    ---------------
                                3,039.3      2,577.6          461.7
                             ----------    ----------    ---------------
The criteria used to determine these gains were:

i.    Notes: secondary market value of the bonds based on the closing price on
      December 31, 2002 (approximately 77.53% of face value).

ii.   Syndicated loan: secondary market value for securities carrying a
      similar risk (average of 6.9% per annum).

iii.  Raw material financing: estimated value for negotiating new operations
      at December 31, 2002, as informed by financial institutions, for
      instruments with similar maturity and terms (average 11.5% per annum).

                                    F - 56

<PAGE>


COMPANHIA DE BEBIDAS DAS AMERICAS - AMBEV

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
AT DECEMBER 31
EXPRESSED IN MILLIONS OF REAIS, UNLESS OTHERWISE STATED
-------------------------------------------------------------------------------


(e)   FINANCIAL INCOME AND EXPENSE

                                                        2002     2001     2000
                                                   ---------  -------   ------
FINANCIAL INCOME
  Realized and unrealized gain from derivative       1,202.4              14.1
     instruments
  Foreign exchange gains on investments              1,007.2    100.2     76.4
  Financial income on cash equivalents                 120.5    156.4    207.3
  Interest on taxes, restricted deposits for legal      34.2     47.3     16.1
     proceedings
  Other                                                165.9     54.5     60.1
                                                   ---------  -------   ------
                                                     2,530.2    358.4    374.0
                                                   =========  =======   ======

FINANCIAL EXPENSES
  Realized and unrealized losses from derivative
    instruments                                       (883.6)  (194.0)   (77.0)
  Foreign exchange losses on loans                  (1,738.8)  (188.5)  (127.0)
  Interest and charges on loans                       (441.8)  (263.7)  (325.9)
  Tax on financial transactions                        (95.0)   (99.5)   (68.4)
  Interest on contingencies and other                  (95.7)   (69.6)   (50.0)
  Other                                                (22.4)   (46.2)   (49.7)
                                                   ---------  -------   ------
                                                    (3,277.3)  (861.5)  (698.0)
                                                   =========  =======   ======

17   INCOME TAXES

(a)   TAX RATES

      Income taxes in Brazil comprise federal income tax (25%) and social
      contribution (9%) (an additional federal income tax) which, combined,
      provide an approximate statutory rate of 34%.

                                    F - 57

<PAGE>


COMPANHIA DE BEBIDAS DAS AMERICAS - AMBEV

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
AT DECEMBER 31
EXPRESSED IN MILLIONS OF REAIS, UNLESS OTHERWISE STATED
-------------------------------------------------------------------------------


(b)   INCOME TAX RECONCILIATION

                                                        2002     2001     2000
                                                     -------  -------  -------
Income before income taxes, profit sharing
  and contributions and minority interest            1,307.4    993.3    384.4

Deduct: Profit sharing and contributions              (125.0)  (157.1)   (53.7)
                                                   ---------  -------   ------
Income before taxes on income                        1,182.4    836.2    330.7
                                                   =========  =======   ======
Tax expense at statutory rates - 34%                  (402.0)  (284.3)  (112.4)

Adjustments to derive effective benefit (expense):
  Tax restructuring (1)                                                  162.7
  Foreign earnings not subject to tax (2)              621.5    151.5    267.6
  Benefit from deductibility of interest attributed
     to shareholders' equity                                     96.8     61.2
  Non-taxable gains from tax incentives
     in subsidiaries (Note 2(w))                        51.7     32.6     31.5
  Restructuring gains                                           (41.1)
  Other permanent differences                            9.4     (7.4)    (5.2)
                                                   ---------  -------   ------
Tax benefit (expense) per statement of operations      280.6    (51.9)   405.4
                                                   =========  =======   ======

(1)   We restructured our operating companies, optimizing our tax position and
      allowing the release of valuation allowances from both the Brahma and
      Antarctica subsidiaries upon their merger into CBB in April 2001.

(2)   Following implementation of a tax restructuring plan in October 2000, we
      reversed the deferred tax liability on the earnings generated by
      offshore companies. Based on the advice of external counsel, we
      concluded that these earnings are only taxable on remittance to Brazil.
      At that time, we did not intend to remit these earnings to Brazil in the
      foreseeable future, and instead took the position that we would be able
      to plan effectively for their future remittance without incurring a
      respective tax liability when such remittance became foreseeable. The
      Brazilian fiscal authorities enacted new legislation in the third
      quarter of 2001imposing income tax on offshore earnings of Brazilian
      companies beginning on December 31, 2002, regardless of whether earnings
      have been remitted to Brazil, and to restrict tax planning measures that
      had been available to companies in Brazil, and that we have made use of
      in the past. We believe that legislation and bilateral tax treaties
      between Brazil and other countries in which we operate will ensure that
      no tax will be payable upon repatriation or distribution of offshore
      earnings.

                                    F - 58

<PAGE>


COMPANHIA DE BEBIDAS DAS AMERICAS - AMBEV

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
AT DECEMBER 31
EXPRESSED IN MILLIONS OF REAIS, UNLESS OTHERWISE STATED
-------------------------------------------------------------------------------


The major components of the deferred tax asset and liability accounts are as
follows:

                                                        2002       2001


DEFERRED INCOME TAX ASSETS
  Tax loss carryforwards, net                        1,080.6      765.1
  Temporary differences
     Non-deductible provisions                         350.8      302.7
     Employees' profit sharing                          31.0       16.6
     Other                                              95.9       75.9
                                                   ---------   --------
                                                     1,558.3    1,160.3
                                                   =========   ========
DEFERRED INCOME TAX LIABILITIES
  Accelerated depreciation                              17.9      28.8
  Other                                                  7.8       2.8
                                                   ---------   -------
                                                        25.7      31.6
                                                   =========   =======

(c)   NET OPERATING LOSS CARRYFORWARDS

      Deferred tax assets are limited to the amount for which offset is
      supported by profit projections for the next 10 years, discounted to
      present value, according to CVM Instruction No. 273/98 and 271/02.

      Net deferred income tax assets comprise Brazilian net operating losses,
      which have no expiration dates, available for offset against future
      taxable income. Brazilian carryforward losses are available for offset
      of up to 30% of annual income before tax in any year. Tax losses are not
      inflation-indexed. Net operating loss carryforwards arising from our
      foreign operations totaling R$ 132.6 have not been recorded, as recovery
      is uncertain.

                                    F - 59

<PAGE>

COMPANHIA DE BEBIDAS DAS AMERICAS - AMBEV

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
AT DECEMBER 31
EXPRESSED IN MILLIONS OF REAIS, UNLESS OTHERWISE STATED
-------------------------------------------------------------------------------


      Based on projections of future taxable income, the estimated recovery of
      income tax and social contributions loss carryforwards is as follows:

      2003                                               89
      2004                                              160
      2005                                              203
      2006                                              258
      2007                                              308
      2008                                               62
                                                    --------
                                                      1,080
                                                    ========

      The balance of deferred taxes on temporary differences at December 31,
      2002 is expected to be realized by 2008. The projections for the
      generation of future taxable income include estimates related to the
      performance of the Brazilian and global economies, exchange rates, sales
      volumes, sales prices and tax rates that may differ from current
      estimates. It is not possible to foresee with any reasonable precision
      the years in which the losses will be realized, since most of these
      temporary differences are subject to judicial interpretation.

      The change in the deferred tax asset is as follows:


                                                        2002    2001
                                                     -------  -------
At beginning of year                                   765.1    607.4
  Current net operating losses                         315.5    171.0
  Net operating losses utilized to settle taxes                 (13.3)
                                                    --------  -------
At end of year                                       1,080.6    765.1
                                                    ========  =======
Analysis of balance:
Brazilian entities                                   1,080.6    758.3
                                                    --------  -------
Foreign jurisdictions                                             6.8
                                                    --------  -------
                                                     1,080.6    765.1
                                                    ========  =======


                                     F - 60

<PAGE>

COMPANHIA DE BEBIDAS DAS AMERICAS - AMBEV

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
AT DECEMBER 31
EXPRESSED IN MILLIONS OF REAIS, UNLESS OTHERWISE STATED
-------------------------------------------------------------------------------


      Off-book foreign tax losses available for offset arising from operations
      in Argentina, Venezuela, Uruguay and Paraguay totaling R$ 132.6, expire
      through 2007. Recovery of these tax losses is not considered to be
      probable based on current estimates at December 31, 2002.

      We acquired Pepsi-Cola Engarrafadora Ltda. (Pepsi) in October 1997
      including net operating tax losses available for offset. Pursuant to the
      purchase agreement, in the event we had used such tax loss carryforwards
      within a five- year period from the date of purchase, we would have been
      required to reimburse 80% of these amounts to the seller. Although this
      clause expired on October 21, 2002, we have not recorded the remaining
      80% of the Pepsi tax asset, totaling R$ 148.0 as management is not fully
      confident, based on the current data, that the asset meets the probable
      recoverability test under CVM Instruction No. 273/98 and 271/02.


18    OTHER OPERATING INCOME (EXPENSES), NET

                                                 2002       2001       2000
                                              -------    -------    -------

Gains on tax incentive programs (Note 2(w))     151.9       96.0       92.9
Foreign exchange and inflation accounting
  gains on subsidiaries abroad, net             128.8       35.0       12.6
Recovery of taxes and contributions (Note 5)     26.6      105.0        5.1
Negative goodwill realized upon sale             14.8
Goodwill amortization                          (105.3)     (94.2)     (87.0)
Other                                           (17.4)      10.4      (14.5)
                                              -------    -------    -------
                                                199.4      152.2        9.1
                                              =======    =======    =======

                                    F - 61

<PAGE>

COMPANHIA DE BEBIDAS DAS AMERICAS - AMBEV

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
AT DECEMBER 31
EXPRESSED IN MILLIONS OF REAIS, UNLESS OTHERWISE STATED
-------------------------------------------------------------------------------


19    OTHER NON-OPERATING INCOME (EXPENSES), NET

                                                       2002      2001    2000
                                                     ------    ------   -----
Gain on holdings of investments                        31.8      16.2
Asset impairments, miscellaneous investment
  write-offs and other                                (69.9)
Gain (losses) on disposal of property, plant and
  equipment and divestments, net                      (12.4)     (3.6)   40.1
Other                                                 (21.6)    (10.3)   12.6
                                                     ------    ------   -----
                                                      (72.1)      2.3    52.7
                                                     ======    ======   =====


20    SUBSEQUENT EVENT

(a)   THE QUINSA TRANSACTION

      The Argentine anti trust authorities granted conditional approval of the
      Quinsa transaction on January 13, 2003. The transaction was consummated
      on January 31, 2003 with AmBev initially acquiring 36.1% of the voting
      shares and a 37.5% economic interest in Quinsa. AmBev will
      proportionally consolidate its holding in its investee.

      The transaction was structured as follows:

      (i)   AmBev contributed its assets in Argentina, Paraguay and Uruguay to
            Quinsa in exchange for 26.4 million Class B shares to be issued by
            Quinsa;

      (ii)  AmBev acquired 230.9 million Class A shares in Quinsa, held by its
            controlling shareholders, for U.S.$ 346.4 million (equivalent at
            the date of purchase to R$ 1,221.3);

      (iii) Beverage Associates Corp. (BAC) and AmBev purchased all the shares
            of Quilmes International (Bermuda) Ltd (QIB), a shareholder of
            Quinsa, previously held by Heineken International B.V. for U.S.$
            102.7 million (equivalent at the date of purchase to R$ 362.1). As
            a result of this transaction, AmBev acquired 8.6% of QIB shares
            for a total consideration of U.S.$ 58.5 million (equivalent at the
            date of the purchase to R$ 206.3).

                                    F - 62

<PAGE>


COMPANHIA DE BEBIDAS DAS AMERICAS - AMBEV

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
AT DECEMBER 31
EXPRESSED IN MILLIONS OF REAIS, UNLESS OTHERWISE STATED
-------------------------------------------------------------------------------


      Quinsa's controlling shareholders have the right to exchange their 373.5
      million remaining Class A shares for shares in AmBev during a seven-year
      term at specific periods in each year, beginning in April 2003. At the
      end of the seventh year, AmBev's shareholders have the option to acquire
      the 373.5 million Quinsa shares. In both cases, the number of AmBev
      shares to be issued to BAC will be based on a formula which will take
      into account the projected Earnings before Interest, Tax, Depreciation
      and Amortization (EBITDA) of AmBev and Quinsa.

      AmBev and Quinsa signed licensing and distribution agreements under
      which Quinsa will produce and sell AmBev beer brands in Argentina,
      Bolivia, Paraguay, Chile and Uruguay, and AmBev will import, produce and
      sell Quinsa's brands in Brazil.

      The transaction was subject to review and approval of the Argentine
      government anti trust authorities. Conditional approval was granted on
      January 13, 2003 at which date the transaction was consummated for
      accounting purposes, subject to the following principal restrictions and
      conditions:

      (i) Sell or transfer to an independent foreign brewer, which is
      financially sound and does not already produce beer in the Argentine
      market (the Buyer) the following Quinsa-owned assets: the Bieckert and
      Palermo brands; the Norte brand, at the option of the Buyer, providing
      an agreement has been reached on the price; and the brewery located in
      Lujan, Buenos Aires, where the Brahma brand is currently produced. It
      must also transfer the production license of the Heineken brand or if
      not possible, the Imperial brand; and

      (ii) Sell to a third party, which is not the Buyer and does not produce
      beer in the Argentine market, the malt production facility in Llavallol,
      Buenos Aires or allow a third party to operate the facility for a period
      of 10 years.

                                    F - 63


<PAGE>


COMPANHIA DE BEBIDAS DAS AMERICAS - AMBEV

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
AT DECEMBER 31
EXPRESSED IN MILLIONS OF REAIS, UNLESS OTHERWISE STATED
-------------------------------------------------------------------------------


(b)   STOCK WARRANTS

      In 2002, as some of AmBev's warrants holders had manifested an opinion
      concerning the criteria to be used in the calculation of the exercise
      price of AmBev's warrants which did not conform to the Company's
      understanding, the Company decided to request a ruling from the CVM in
      order to decide the matter.

      On April 17, 2003 CVM issued its final opinion regarding this matter,
      ruling that the Company's criterion to calculate such exercise price was
      correct. Some of those warrant holders, who did not agree with the CVM's
      final decision, filed several lawsuits before the Courts of Sao Paulo
      and Rio de Janeiro challenging CVM's decision.

      These warrant holders claim that the exercise price should have been
      adjusted (and reduced) by taking into account the strike price of
      certain stock purchase rights granted by AmBev to its officers and
      employees since 1996, as well as for the exercise price of other stock
      purchase warrants issued in 1993.

      In these lawsuits the warrant holders requested interim injunctions in
      order to determine: (1) the immediate issue by us of the shares
      corresponding to the total amount of warrants held by the plaintiffs;
      and (2) the right to subscribe for these shares at the subscription
      price at substantially lower price, as described above.

      In most of the cases the lower courts have granted preliminary
      injunctions to the plaintiffs. AmBev filed preliminary appeals in each
      of these cases to the Court of Appeals, requesting the temporary
      suspension of the effects of the decisions of the lower courts. The
      Court of Appeals, so far, has granted us the requested suspension in all
      the cases.

      Based on the advice of our legal counsel, we believe that we have a good
      chance of prevailing in these proceedings. Because the dispute is based
      on whether the Company should receive as a subscription price, a lower
      price or the price that the Company considers adequate, without any
      contingent liability (except for legal fees), a provision of amounts
      with respect to these proceedings is not applicable.

                                    F - 64


<PAGE>


COMPANHIA DE BEBIDAS DAS AMERICAS - AMBEV

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
AT DECEMBER 31
EXPRESSED IN MILLIONS OF REAIS, UNLESS OTHERWISE STATED
-------------------------------------------------------------------------------


      Currently, we have been notified of six proceedings and 11 holders
      claiming these rights and we estimate that the aggregate subscription
      price of all the shares would be, based on the criteria we understand is
      adequate, R$ 1,022.4 million based on a strike price of R$ 0.90977 for
      preferred shares and R$ 0.91595 for voting shares. One of the warrant
      holders argues that the strike price thereof should be R$ 0.13581. The
      maximum dilution for the existing shareholders would be, therefore, the
      difference between these values.


21    SUMMARY OF PRINCIPAL DIFFERENCES BETWEEN BRAZILIAN GAAP AND U.S. GAAP

21.1  DESCRIPTION OF THE GAAP DIFFERENCES

      The Company's accounting policies comply with, and its consolidated
      financial statements are prepared in accordance with, accounting
      principles set forth in Brazilian GAAP. The Company has elected to use
      its Brazilian GAAP financial statements as its primary financial
      statements.

      A summary of the Company's principal accounting policies that differ
      significantly from U.S. GAAP is set forth below.

(a)   SUPPLEMENTARY INFLATION RESTATEMENT IN 1996 AND 1997 FOR U.S. GAAP

      Under Brazilian GAAP, inflation accounting was discontinued effective
      January 1, 1996. Prior to that date, Brazilian GAAP statements included
      indexation adjustments which partially accounted for the effect of
      inflation on property, plant and equipment, investments, deferred
      charges (together denominated Permanent assets) and shareholders'
      equity, and reported the net charge or credit in the statement of
      operations. However, under U.S. GAAP, Brazil ceased to be treated as a
      highly inflationary economy only as from January 1, 1998. Therefore the
      financial information for purposes of U.S. GAAP for the two-year period
      ended December 31, 1997 include additional inflation restatement
      adjustments made by applying the IGP-M to permanent assets and
      shareholders' equity. The IGP-M index increased by 9.2% in 1996 and 7.7%
      in 1997.

      Shareholders' equity under U.S. GAAP was increased by R$ 130.9, R$ 149.0
      and R$ 171.6, respectively, at December 31, 2002, 2001 and 2000 due to
      the additional inflation restatement adjustments, net of depreciation.
      These amounts generate differences in depreciation charges.

                                    F - 65

<PAGE>


COMPANHIA DE BEBIDAS DAS AMERICAS - AMBEV

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
AT DECEMBER 31
EXPRESSED IN MILLIONS OF REAIS, UNLESS OTHERWISE STATED
-------------------------------------------------------------------------------


(b)   FOREIGN CURRENCY TRANSLATION OF FOREIGN SUBSIDIARIES

      Under Brazilian GAAP, the financial statements of our subsidiaries
      operating in Argentina (as at and for the year ended December 31, 2002)
      and Venezuela (as at and for the years ended December 31, 2002, 2001 and
      2000) include inflation accounting adjustments. For purposes of U.S.
      GAAP, neither of these countries was considered to be highly
      inflationary for the period ended December 31, 2002 and, accordingly,
      amounts are reported based on nominal local currency balances translated
      to reais at the period end exchanges rates for balance sheet accounts
      and average rates for the year for statements of operations and of cash
      flows.

      Shareholders' equity under U.S. GAAP was reduced by R$ 105.3 at December
      2002, due to the reversal of the inflation restatement adjustments. Net
      income for the year ended December 31, 2002, was decreased to eliminate
      the inflation restatement adjustment.

(c)   PROPERTY, PLANT AND EQUIPMENT

      (i)   Capitalized interest

      Under Brazilian GAAP, prior to January 1, 1997 there was no accounting
      standard requiring capitalization of interest as part of the cost of the
      related assets. Under U.S. GAAP, capitalization of the financial costs
      of borrowed funds, excluding foreign exchange losses, during
      construction of major facilities is recognized as part of the cost of
      the related assets.

      For purposes of the reconciliation, additional capitalized interest, net
      of amortization effects was recorded, amounting to R$ 8.1 in 2002, R$
      10.5 in 2001 and R$ 12.9 in 2000.

                                    F - 66


<PAGE>


COMPANHIA DE BEBIDAS DAS AMERICAS - AMBEV

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
AT DECEMBER 31
EXPRESSED IN MILLIONS OF REAIS, UNLESS OTHERWISE STATED
-------------------------------------------------------------------------------


     (ii) Impairment

      Under Brazilian GAAP, companies are required to determine if operating
      income is sufficient to absorb the depreciation or amortization of
      long-lived assets in order to assess potential asset impairment. In the
      event such operating income is insufficient to recover the depreciation,
      the assets, or groups of assets, are written-down to recoverable values,
      preferably, based on the projected discounted cash flows of future
      operations. In the event of a planned substitution of assets prior to the
      end of the original estimated useful life of the asset, depreciation of
      such asset is accelerated to ensure that the asset is depreciated
      according to estimated net realizable values at the estimated date of
      substitution.

      Under U.S. GAAP, SFAS No. 144, Accounting for the Impairment or Disposal
      of Long-lived Assets, requires companies to evaluate the carrying value of
      long- lived assets to be held and used, and for long-lived assets to be
      disposed of, when events and circumstances require such a review. The
      carrying value of long-lived assets is considered impaired when the
      anticipated undiscounted cash flow from identified asset groups,
      representing the lowest level for which identifiable cash flow are largely
      independent of the cash flows of other groups of assets, is less than
      their carrying value. In that event, a loss is recognized based on the
      amount by which the carrying value exceeds the fair market value of the
      assets or discounted cash flows generated by the assets.

      No differences from impairment provisioning criteria were recorded for the
      years presented.

                                     F - 67

<PAGE>


COMPANHIA DE BEBIDAS DAS AMERICAS - AMBEV

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
AT DECEMBER 31
EXPRESSED IN MILLIONS OF REAIS, UNLESS OTHERWISE STATED
-------------------------------------------------------------------------------


(d)   DEFERRED CHARGES AND OTHER INTANGIBLE ASSETS

      Brazilian GAAP permits deferral of acquisition and implementation of
      software, payments made to distributors (recorded as Other intangible
      assets) and pre- operating expenses incurred in the construction or
      expansion of a new facility until the facility begins operations.

      For U.S. GAAP reconciliation purposes, amounts deferred related to pre-
      operating expenses incurred in the construction or expansion of a new
      facility and certain payments made to distributors, principally
      exclusivity contracts, do not meet the conditions established for
      deferral and accordingly have been charged to income. Amounts related to
      software costs (accumulated balances: 2002 - R$ 34.9; 2001 - R$ 41.4)
      were transferred to property, plant and equipment.

      For purposes of the reconciliation, deferred charges expensed under U.S.
      GAAP, net of amortization effects, amounted to R$ 174.6 in 2002, R$
      192.9 in 2001 and R$ 192.5 in 2000.

(e)   BUSINESS COMBINATIONS

      Under Brazilian GAAP, goodwill arises from the difference between the
      amount paid and the Brazilian GAAP book value (normally also the tax
      basis) of the net assets acquired. This goodwill is normally attributed
      to the difference between the book value and the market value of assets
      acquired or justified based on expectation of future profitability and
      is amortized over the remaining useful lives of the assets or up to 10
      years. Negative goodwill arises under Brazilian GAAP when the book value
      of assets acquired exceeds the purchase consideration; negative goodwill
      is not generally amortized but is realized upon disposal of the
      investment.

                                    F - 68

<PAGE>


COMPANHIA DE BEBIDAS DAS AMERICAS - AMBEV

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
AT DECEMBER 31
EXPRESSED IN MILLIONS OF REAIS, UNLESS OTHERWISE STATED
-------------------------------------------------------------------------------


      Under U.S. GAAP, fair values are assigned to acquired assets and
      liabilities in business combinations, including intangible assets and
      unallocated goodwill, in accordance with U.S. practices applicable to
      each specific transaction. Upon the adoption of SFAS No. 142, Goodwill
      and Other Intangible Assets, as from January 1, 2002 goodwill is no
      longer amortized but, instead, is assigned to an entity's reporting
      units and tested for impairment at least annually. The differences in
      relation to Brazilian GAAP arise principally from the measurement of the
      consideration paid under U.S. GAAP using the fair value of shares
      issued, and the effects of amortization which is no longer recorded for
      U.S. GAAP purposes.

      For Brazilian GAAP purposes, the net balance of goodwill at December 31,
      2002 was R$ 776.8 (2001 - R$ 782.4), which is being amortized to income
      over a period of up to 10 years; negative goodwill at December 31, 2002
      was R$ 149.9 (2001 - R$ 164.8).

      For U.S. GAAP purposes, the net balance of goodwill at December 31, 2002
      is R$ 249.5 (2001 - R$ 195.6). Amortization of goodwill balances in the
      years ended December 31, 2001 and 2000, which no longer result in
      amortization charges as from 2002, had generated expenses of R$ 35.8 and
      R$ 59.6, respectively.

      The following significant business combinations have generated
      differences in accounting between Brazilian GAAP and U.S. GAAP:

<TABLE>
<CAPTION>
                                                                 2002     2001     2000
                                                               -------  -------  -------
<S>                                                            <C>      <C>      <C>
DIFFERENCES IN NET INCOME
o  The Antarctica transaction (difference in consideration)
   o  Amortization of goodwill                                   84.7     80.9     63.8
   o  Depreciation of U.S. GAAP excess purchase price            43.2     19.2     13.3
   o  Amortization of U.S. GAAP intangibles                     (12.2)   (15.0)   (10.1)
   o  Disposal of intangibles and excess purchase price
        related to Bavaria transaction (Note 12(b))                               (43.1)
   o  Other                                                                       (57.5)
                                                               ------   ------   ------
                                                                115.7     85.1    (33.6)

o  Roll up of Brahma minority shareholders                                        293.5
o  IBANN transaction                                              4.5    (18.3)
o  Other acquisitions                                             5.3     10.9      2.2
                                                               ------   ------   ------
  Business combinations adjustments (Note 21.2 (a))             125.5     77.7    262.1
                                                               ======   ======   ======
</TABLE>

                                    F - 69

<PAGE>

COMPANHIA DE BEBIDAS DAS AMERICAS - AMBEV

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
AT DECEMBER 31
EXPRESSED IN MILLIONS OF REAIS, UNLESS OTHERWISE STATED
-------------------------------------------------------------------------------


                                                        2002     2001     2000
                                                      -------  -------  -------
DIFFERENCES ON SHAREHOLDERS' EQUITY
o  The Antarctica transaction
   o  Goodwill                                        (525.0)  (609.7)  (690.7)
   o  Excess purchase price under U.S. GAAP           (135.2)  (178.4)  (197.5)
   o  Intangibles under U.S. GAAP                      320.2    332.4    347.4
                                                     -------  -------  -------
                                                      (340.0)  (455.7)  (540.8)

   o  Roll-up of Brahma minority shareholders          149.9    149.9    149.9
   o  IBANN transaction                                (22.2)   (26.7)
   o  Other acquisitions                                17.5     12.2      4.2
                                                     -------  -------  -------
  Business combinations adjustments (Note 21.2(b))    (194.8)  (320.3)  (386.7)
                                                     =======  =======  =======

      (i)   The Antarctica transaction

      Under Brazilian GAAP, the transaction was treated as a merger (similar
      to a pooling-of-interests under U.S. GAAP) whereby the controlling
      shareholders of Brahma and Antarctica each contributed their shares at
      the Brazilian GAAP book values of their corresponding net assets.

      Under Brazilian GAAP, the net assets of Antarctica were adjusted to be
      consistent with the accounting principles of Brahma, resulting in
      goodwill on the combination (Note 9). These adjustments totaled R$ 815.6
      and resulted in an adjusted book value of the net assets of Antarctica
      at the date of the combination of R$ 586.9. Subsequent hindsight
      adjustments in 2000 increased the goodwill to R$ 847.3 (Note 9(a)). This
      goodwill was attributed to property, plant and equipment (R$ 144.6) and
      future profitability (R$ 671.0) and will be amortized over the useful
      lives of the property, plant and equipment, and in the case of future
      profitability, over 10 years.

                                    F - 70


<PAGE>

COMPANHIA DE BEBIDAS DAS AMERICAS - AMBEV

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
AT DECEMBER 31
EXPRESSED IN MILLIONS OF REAIS, UNLESS OTHERWISE STATED
-------------------------------------------------------------------------------


      Under U.S. GAAP, the combination of Brahma and Antarctica was accounted
      for using the purchase method as defined by U.S. Accounting Principles
      Board Opinion (APB) No. 16, Business Combinations, in which Brahma was
      the accounting acquirer. The acquisition date, as defined by APB No.16
      for U.S. GAAP purposes, was established as April 7, 2000, the date that
      the antitrust authority approved the controlling shareholders'
      contribution and the interim restrictions ceased to apply, allowing the
      two companies to proceed with their integration. For the same reasons,
      AmBev did not have a controlling financial interest in Antarctica as
      defined by SFAS No. 94, Consolidation of all Majority-Owned Subsidiaries
      until April 7, 2000. Although we did exercise significant influence over
      Antarctica, we believed that the restrictions in place through April 7,
      2000 were sufficient to preclude consolidation. However, because we
      exercised significant influence over Antarctica, under U.S. GAAP we
      accounted for our 100% interest in Antarctica under the equity method
      for the period between July 1, 1999 and March 31, 2000.

      The excess purchase consideration over the historical U.S. GAAP book
      value of the net assets acquired and liabilities assumed was as follows:


                                                               JULY 1,1999
                                                               -----------
Purchase consideration (represented by the market value of
  Brahma shares equivalent to the AmBev's shares issued)             501.9
Less: Antarctica's shareholders' equity under U.S. GAAP              (91.2)
                                                               -----------
Excess purchase consideration                                        410.7
                                                               ===========


      The excess purchase price was allocated based on independent fair value
      appraisals to complement tangible assets (U.S.$ 130.1 million) and the
      remainder to trademarks, distribution networks, software and others. The
      fair value allocated to tangible assets is being depreciated over an
      estimated average useful life of 10 years, the fair value allocated to
      trademarks is being depreciated over 40 years, the distributors network
      over 30 years and the software over 5 years.

                                    F - 71

<PAGE>

COMPANHIA DE BEBIDAS DAS AMERICAS - AMBEV

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
AT DECEMBER 31
EXPRESSED IN MILLIONS OF REAIS, UNLESS OTHERWISE STATED
-------------------------------------------------------------------------------


      The tax basis of Antarctica's net assets at the date of acquisition was
      equivalent to its shareholders' equity under Brazilian GAAP (Note 9(a)).
      The adjustments arising from the harmonization of accounting principles
      and practices used by Antarctica with those adopted by the Company and
      by Brahma resulted in part of the tax basis being denominated as
      goodwill. The realization of this goodwill for tax deductibility
      purposes is dependent on future restructuring of the net assets and
      other tax planning measures. Accordingly, the tax effect of the
      difference between the assigned asset values and the tax bases of the
      assets and liabilities recognized in the business combination was not
      considered as a deferred tax asset. Effectively, a valuation allowance
      of R$ 279.6 was imputed against this contingent deferred tax assets at
      the date of the combination and which at December 31, 2002 totals R$
      256.1 (2001 - R$ 262.9). Non-recognition of this deferred tax asset, the
      realization of which is contingent upon future action and then current
      regulations, permitted part of the excess purchase price to be allocated
      to intangible assets for like amounts.

      Additionally, the difference between the Brazilian GAAP basis and the
      U.S. GAAP basis of the assets included in the Bavaria transaction sale
      resulted in a difference in the determination of the gain on
      disposition. The results of the sale under U.S. GAAP generated an
      additional charge of R$ 43.1 in the year ended December 31, 2000.

      (ii)  Roll-up of Brahma minorities

      At Brahma's Extraordinary Shareholders' meeting on September 14, 2000,
      Brahma's common shareholders approved the combination by which all
      outstanding shares of Brahma not yet exchanged for AmBev shares were
      converted (rolled up) into shares of the same type and class of AmBev.

      The reintegration of the Brahma shareholders, who exchanged their shares
      for AmBev shares, occurred on September 14, 2000. Under Brazilian GAAP,
      once the share exchange occurred, the share of the results of operations
      which, until the roll-up, had been recorded as minority interests were
      from that time onwards recorded as part of AmBev's results of operations
      and shareholders' equity. Under U.S. GAAP, the share of results was
      allocated to AmBev retroactively to January 1, 2000.

                                    F - 72

<PAGE>


COMPANHIA DE BEBIDAS DAS AMERICAS - AMBEV

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
AT DECEMBER 31
EXPRESSED IN MILLIONS OF REAIS, UNLESS OTHERWISE STATED
-------------------------------------------------------------------------------


      For purposes of the U.S. GAAP reconciliation, additional net income of
      R$ 293.5 was recognized under U.S. GAAP in the year ended December 31,
      2000. The adjustment of R$ 149.9 to shareholders' equity for all periods
      presented relates to the reversal of the negative goodwill under the
      Brazilian GAAP (Note 9(a)).

      (iii) IBANN transaction

      Under Brazilian GAAP, a capital gain of R$ 18.3 was recorded in income
      during 2001 to reflect the difference between the net book value of
      assets pertaining to minority shareholders acquired and the appraised
      book value which had occurred three months earlier. This amount was
      reversed for U.S. GAAP purposes. An additional adjustment of R$ 8.4 is
      made to shareholders' equity for the difference in fair value of the
      assets acquired and consideration paid under U.S. GAAP.

      (iv) Other acquisitions

      A number of acquisitions in prior years were treated differently under
      Brazilian GAAP compared to U.S. GAAP. These differences arose primarily
      from bases for determining purchase considerations, fair values,
      allocation of excess purchase prices, goodwill, amortization periods and
      cases of step- acquisition accounting.

      For purposes of the U.S. GAAP reconciliation, additional credits of R$
      5.3 were recognized in net income under U.S. GAAP in the year ended
      December 31, 2002 (2001 - R$ 10.9; 2000 - R$ 2.2).

(f)   EQUITY IN THE LOSSES OF ANTARCTICA FOR THE THREE-MONTH PERIOD ENDED
      MARCH 31, 2000

      Under U.S. GAAP, AmBev's consolidated financial information reflects our
      interest in Antarctica and the related purchase accounting adjustments
      associated with the purchase of Antarctica as of July 1, 1999.
      Antarctica was accounted for as a 100% equity investee until the
      completion of the CADE review in April 2000. Thereafter, Antarctica was
      fully consolidated and became CBB as of April 1, 2001. Under U.S. GAAP,
      in AmBev, we recognized losses from this equity investee in the three
      months prior to the CADE approval and consolidated on April 1, 2000 R$
      80.7 (equivalent amount under Brazilian GAAP amounted to R$ 86.4).

                                    F - 73

<PAGE>


COMPANHIA DE BEBIDAS DAS AMERICAS - AMBEV

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
AT DECEMBER 31
EXPRESSED IN MILLIONS OF REAIS, UNLESS OTHERWISE STATED
-------------------------------------------------------------------------------


(g)   CONSOLIDATION OF FAHZ

      The FAHZ is a legally distinct entity for the purposes of Brazilian
      GAAP. Under Brazilian GAAP, AmBev does not consolidate the assets and
      liabilities of the FAHZ within its financial statements. This was
      consistent with the accounting treatment adopted for the BWF in the
      financial statements of the predecessor company, Brahma. On October 27,
      2000, our employee benefit programs were restructured, the FAHZ was
      legally merged with the Brahma BWF, and the latter ceased to exist. The
      FAHZ, the successor welfare foundation is also one of the three
      controlling shareholders of AmBev under a shareholders agreement.

      Under Brazilian GAAP, as from December 31, 2001, AmBev accounts for
      benefit obligations in accordance with NPC Standard No. 26, which
      applies to all benefits provided to retirees, including those in
      relation to the FAHZ. At December 31, 2001, AmBev recorded the
      accumulated obligation for the actuarial liability representing the
      contributions to fund the FAHZ of R$ 77.3 (Note 14 (d)). Prior to the
      implementation of NPC Standard No. 26, AmBev, Brahma and Antarctica
      expensed all pension and post-retirement contributions, including those
      made to the FAHZ, on a monthly accrual basis.

      Under U.S. GAAP, from October 27, 2000, the fair value of the net
      assets, excluding the actuarial liability, detailed below, held by the
      FAHZ (and by its predecessor, the BWF) and its operating expenses from
      that date, were consolidated in our U.S. GAAP consolidated balance sheet
      and statement of operations. The contribution expense recorded by AmBev
      in the year ended December 31, 2001 for amounts paid to FAHZ is
      eliminated on consolidation.

      We concluded that in substance AmBev exerted significant influence over
      our shareholder FAHZ, for the following principal reasons: (i) the
      assets of the FAHZ are not independently controlled outside the
      environment of the AmBev controlling shareholders; (ii) the assets of
      FAHZ are substantially for the benefit of the employees of AmBev,
      although FAHZ is permitted to make payments on behalf of third parties,
      in practice few such donations are made; (iii) the council of trustees
      is self-appointed and draws on AmBev officers and employees; (iv) FAHZ
      is party to the shareholder agreement (on the combination of Brahma and
      Antarctica) providing it with the right to appoint four out of the eight
      directors of AmBev; (v) the former Brahma shareholders are entitled to
      appoint two of the seven directors of the FAHZ; (vi) currently five
      directors of AmBev are the same as five directors of the FAHZ; (vii)
      AmBev controlling shareholders are able to significantly influence the
      investment decisions of the FAHZ; and (viii) AmBev's statutes permit
      annual contributions to FAHZ up to 10% of AmBev's net income.

                                    F - 74

<PAGE>


COMPANHIA DE BEBIDAS DAS AMERICAS - AMBEV

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
AT DECEMBER 31
EXPRESSED IN MILLIONS OF REAIS, UNLESS OTHERWISE STATED
-------------------------------------------------------------------------------


      Additionally, we consider that, under SEC guidance in Topic D-14, the
      FAHZ is a special purpose entity, as the activities are performed
      virtually exclusively on AmBev's behalf, AmBev makes the majority of the
      capital investment in the FAHZ, and the risks and rewards of the assets
      lie directly with AmBev, as it is this vehicle which provides benefits
      to AmBev's current and former employees.

      As the assets of the FAHZ are not segregated and restricted between
      active and retired employees, they are not considered to be plan assets
      as defined by SFAS No. 106, Employers' Accounting for Post-retirement
      Benefits Other than Pensions (SFAS 106), and therefore are consolidated
      on a gross basis rather than offsetting AmBev's post-retirement
      liability. The cash and cash equivalents of the FAHZ are presented as
      Restricted cash in the condensed consolidated U.S. GAAP balance sheet. A
      substantial part of the assets are represented by shares in AmBev and
      have been reflected as treasury shares thereby reducing the number of
      outstanding shares and affecting the determination of earnings per
      share.

      Prior to the Antarctica Combination, the FAHZ owned 88.1% of the voting
      shares of Antarctica and 87.9% of the total shares of Antarctica. After
      the combination was concluded, the FAHZ owned 14.4% of the voting shares
      and 6.6% of the total shares of AmBev. Following the merger of the BWF
      into the FAHZ, the latter's ownership in AmBev increased to 22.7% of the
      voting shares and 10.6% of the total shares of AmBev.

                                    F - 75

<PAGE>


COMPANHIA DE BEBIDAS DAS AMERICAS - AMBEV

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
AT DECEMBER 31
EXPRESSED IN MILLIONS OF REAIS, UNLESS OTHERWISE STATED
-------------------------------------------------------------------------------


The consolidated net assets and results of operations of the FAHZ as at and
for the years ended December 31, 2002 and 2001 were:


                                         2002        2001
                                     --------    --------
Current assets
  Restricted cash                       117.8       131.3
  Others                                 14.2        22.9
Property and equipment                   74.3        49.1
Others assets                             5.6         1.1
Current liabilities                      (8.0)       (2.6)
Non-current liabilities                 (13.6)       (8.9)
                                     --------    --------
Net assets                              190.3       192.9
                                     ========    ========

Operating expenses                      (26.8)      (15.4)
                                     ========    ========
Operating loss                          (19.2)       (9.9)
                                     ========    ========
Net income                               32.0        81.4
                                     ========    ========

(h)   RECOGNITION OF COSTS INCURRED BY SHAREHOLDER ON BEHALF OF AMBEV

      Under U.S. GAAP, pursuant to SEC Staff Accounting Bulletin (SAB) Topic
      5-T, AmBev has recognized in its own operating expenses the costs
      incurred by the FAHZ on its behalf in respect of the provision of
      educational and social assistance to current employees of Antarctica and
      in respect of current employees of the FAHZ involved directly in the
      provision of assistance to Antarctica employees. An offsetting credit to
      shareholders' equity, representing a contribution to capital by the
      FAHZ, has been recognized for an amount equal to this expense. Amounts
      paid as employee benefits by the FAHZ to former employees and their
      beneficiaries and covered dependents are recognized as a reduction of
      the corresponding actuarial liability. A credit to shareholders' equity,
      representing a contribution to capital by the FAHZ, has also been
      recognized for an amount equal to the post-retirement benefits paid by
      the FAHZ to such employees.

      No such concept exists under Brazilian GAAP.

      For purposes of the reconciliation, additional charges were recognized
      under U.S. GAAP of R$ 22.2 in 2000.

                                    F - 76

<PAGE>


COMPANHIA DE BEBIDAS DAS AMERICAS - AMBEV

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
AT DECEMBER 31
EXPRESSED IN MILLIONS OF REAIS, UNLESS OTHERWISE STATED
-------------------------------------------------------------------------------


(i)   PENSION AND OTHER POST-RETIREMENT BENEFITS

      In determining the pension and other post-retirement benefit obligations
      for Brazilian GAAP purposes, NPC No. 26 is effective for financial
      statements ended December 31, 2001. As permitted by the Standard, the
      transitional gain (being the difference between the plan net assets and
      the projected benefit obligation (PBO) at that date was fully recognized
      as a direct credit to retained earnings.

      Under U.S. GAAP, SFAS No. 87, Employer's Accounting for Pensions, and
      SFAS No. 106 are effective for fiscal years beginning after 1988 and
      1992, respectively. As from such dates, when an initial transition
      obligation determined based on an actuarial valuation was booked,
      actuarial gains and losses, as well as unexpected variations in plan
      assets and the PBO and the effects of amendments, settlements and other
      events, have been recognized in accordance with these standards and
      therefore results in deferral differences. Through 1997, these amounts
      were treated as non-monetary and were indexed for inflation.

      Furthermore, under Brazilian GAAP, the Company does not consider the
      liability related to medical, dental, educational and social assistance
      provided by the FAHZ, as they are considered legally separate entities.
      Under U.S. GAAP those liabilities are consolidated and included as
      post-retirement benefits. The FAHZ provides such benefits to current and
      retired employees of AmBev and their beneficiaries and covered
      dependents approximately 40,000 beneficiaries and dependents at December
      31, 2001 and 30,000 at December 31, 2000). Additionally, contributions
      made by the Company (up to 10% of Brazilian GAAP net income) to support
      the FAHZ were accounted for as an expense or as part of the transitional
      obligation in Brazilian GAAP, whereas they were eliminated on the
      consolidation for U.S. GAAP purposes.

      Plan assets include amounts contributed by AmBev and its employees and
      amounts earned from investing the contributions, less benefits paid.
      Following an actuarial review of the defined benefits plan which had
      been closed to new participants, the net assets at December 31, 2001
      were considered to be in excess of that required to meet the projected
      benefit obligation. Although AmBev will reduce future employer
      contributions to the minimum permitted by law, Brazilian pension
      regulations currently provide no means for returning this surplus to the
      sponsor. In view of this uncertainty, AmBev included in the actuarial
      determination of the pension obligation at December 31, 2001 a valuation
      allowance of R$ 144.8 million against the plan assets. This allowance
      impacts the determination of the pension charge/benefit as from 2002.

                                    F - 77

<PAGE>


COMPANHIA DE BEBIDAS DAS AMERICAS - AMBEV

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
AT DECEMBER 31
EXPRESSED IN MILLIONS OF REAIS, UNLESS OTHERWISE STATED
-------------------------------------------------------------------------------


      Under U.S. GAAP, as confirmed by a meeting of the AICPA International
      Practices Task Force on November 25, 2002, recording a valuation
      allowances against a pension asset is not appropriate. The
      reconciliation to U.S. GAAP as at and for the year ended December 31,
      2002 includes a R$ 19.0 million adjustment to reverse the effects of the
      valuation allowance.

      Based on the report of our independent actuary, the funded status and
      amounts recorded in our U.S. GAAP condensed balance sheet and statement
      of operations as at and for the years ended December 31, 2002 and 2001
      for our pension and welfare obligations to retirees in accordance with
      SFAS No. 132, Employer's Disclosures about Pensions and other
      Post-retirement Benefits, are as follows:


                                   PENSION BENEFITS  BENEFITS OTHER THAN PENSION
                                   ----------------  ---------------------------
                                      2002     2001        2002         2001
                                   -------  -------  ----------     --------
CHANGE IN BENEFIT OBLIGATION

Net projected benefit obligation
  at beginning of year               272.8    237.7       211.0        185.6
Service cost                           3.3      3.1
Interest cost                         21.3     18.5        15.5         14.6
Actuarial loss                        50.8     35.0        32.8         24.4
Gross benefits paid                  (22.7)   (21.5)      (19.0)       (13.6)
                                   -------  -------  ----------     --------
Net projected benefit obligation
  at end of year                     325.5    272.8       240.3        211.0
                                   =======  =======  ==========     ========
CHANGE IN PLAN ASSETS

Fair value of plan assets
  at beginning of year               417.5    276.6
Actual return on plan assets          62.0    156.8
Employer contributions                 0.9      4.5
Employee contributions                 0.9      1.1
Gross benefits paid                  (22.6)   (21.5)
                                   -------  -------
Fair value of plan assets
  at end of year                     458.7    417.5
                                   =======  =======

                                    F - 78

<PAGE>

COMPANHIA DE BEBIDAS DAS AMERICAS - AMBEV

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
AT DECEMBER 31
EXPRESSED IN MILLIONS OF REAIS, UNLESS OTHERWISE STATED
-------------------------------------------------------------------------------


<TABLE>
<CAPTION>
                                           PENSION BENEFITS   BENEFITS OTHER THAN PENSION
                                        -------------------   ---------------------------
                                            2002       2001         2002             2001
                                         -------    -------     --------          -------
<S>                                      <C>        <C>         <C>               <C>
Funded status at end of year               133.2      144.7       (240.3)          (211.0)
Unrecognized net
  actuarial (gain) loss                   (114.5)    (145.9)        91.0             59.8
Unrecognized prior service cost             34.8       39.8
Unrecognized net transition
  obligation                                 0.9        1.1         16.1             17.6
                                         -------    -------     --------          -------
Net amount recognized at end of year        54.4       39.7       (133.2)          (133.6)

Current                                                                              (9.8)
Long-term                                   54.4       39.7       (133.2)          (123.8)
</TABLE>

      Included within the fair value of the AmBev Pension Fund's plan assets
      as of December 31, 2002 are 9,595 thousand of our preferred shares and
      88,665 thousand of our common shares with a total fair value in 2002 of
      R$ 47.0 (2001 - R$ 42.5).

<TABLE>
<CAPTION>
                                           PENSION BENEFITS   BENEFITS OTHER THAN PENSION
                                        -------------------   ---------------------------
WEIGHTED-AVERAGE ASSUMPTIONS                2002       2001         2002             2001
AS OF DECEMBER 31                        -------    -------     --------          -------
<S>                                      <C>        <C>         <C>               <C>
Discount rate                               10.6%       8.1%        10.6%             8.1%
Projected annual inflation rate              4.3%       2.0%         4.3%             2.0%
Expected return on plan assets              18.0%       8.1%        18.0%             8.1%
Rate of compensation increase                7.5%       5.1%
Health care cost trend on covered charges                            7.5%             5.1%
</TABLE>

                                    F - 79

<PAGE>

COMPANHIA DE BEBIDAS DAS AMERICAS - AMBEV

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
AT DECEMBER 31
EXPRESSED IN MILLIONS OF REAIS, UNLESS OTHERWISE STATED
-------------------------------------------------------------------------------


The charge in the statement of operations is comprised as follows:

<TABLE>
<CAPTION>
                                           PENSION BENEFITS   BENEFITS OTHER THAN PENSION
                                 --------------------------   ---------------------------
COMPONENTS OF NET PERIODIC           2002     2001     2001        2002     2001     2000
  BENEFIT COSTS                   -------  -------  -------     -------  -------  -------
<S>                               <C>      <C>      <C>         <C>      <C>      <C>

COMPONENTS OF NET PERIODIC
  BENEFIT COST
Service cost                          3.3      3.1      4.8                           1.6
Interest cost                        21.3     18.5     15.6        15.6     14.6     23.8
Expected return on assets           (33.1)   (21.9)   (21.5)
Amortization of:
  Transition obligation (asset)       0.6      0.6      0.7         1.5      1.5      1.1
  Prior service cost                  4.9      4.9
  Actuarial (gain) loss              (8.8)    (2.1)    (5.0)        1.6      1.3      1.4
Employee contributions               (1.1)    (1.1)    (3.2)
                                  -------  -------  -------     -------  -------  -------
Total net periodic benefit cost
  (benefit)                         (12.9)     1.9     (8.6)       18.7     17.4     27.9
                                  =======  =======  =======     =======  =======  =======

</TABLE>

      Assumed health care cost trend rates have a significant effect on the
      amounts reported for the welfare plans. A one-percentage-point change in
      assumed health care cost trend rates would have the following effects
      (all other assumptions have been held constant):

<TABLE>
<CAPTION>
                                      ONE-PERCENTAGE-POINT INCREASE   ONE-PERCENTAGE-POINT DECREASE
                                      -----------------------------   -----------------------------
                                         2002      2001       2000       2002      2001       2000
                                        ------    ------     ------     ------    ------     ------
<S>                                     <C>       <C>        <C>        <C>       <C>        <C>
SENSITIVITY OF RETIREE WELFARE RESULTS
On total service and interest cost
  components                             (3.2)     (1.9)      (0.6)       2.8       1.5        0.5
On post-retirement benefit
  obligation                            (22.3)    (23.3)      (7.1)      19.2      18.8        6.1

</TABLE>


      Under U.S. GAAP, we recognized an additional liability related to other
      post- retirement benefits totaling R$ 79.8 in 2002, R$ 78.1 in 2001 and
      R$ 130.0 in 2000.

      Under U.S. GAAP we recognized an additional pension plan asset of R$
      14.0 in 2002, R$ 18.9 in 2001 and R$ 36.8 in 2000.

                                    F - 80

<PAGE>

COMPANHIA DE BEBIDAS DAS AMERICAS - AMBEV

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
AT DECEMBER 31
EXPRESSED IN MILLIONS OF REAIS, UNLESS OTHERWISE STATED
-------------------------------------------------------------------------------


(j) EARNINGS PER SHARE

      Under Brazilian GAAP, net income per share is calculated on the number
      of shares outstanding at the balance sheet date. Information is
      disclosed per lot of one thousand shares, because generally this is the
      minimum number of shares that can be traded on the Brazilian stock
      exchanges. The 10% premium to which preferred shareholders are entitled
      on distributed earnings is not allocated on calculating EPS under
      Brazilian GAAP.

      Under U.S. GAAP, because the preferred and common shareholders have
      different voting and liquidation rights, Basic and Diluted earnings per
      share have been calculated using the "two-class" method, pursuant to
      SFAS No. 128, Earnings per Share which provides computation,
      presentation and disclosure requirements for earnings per share. The
      "two-class" method is an earnings allocation formula that determines
      earnings per share for preferred and common stock according to the
      dividends to be paid as required by the Company's by-laws and
      participation rights in undistributed earnings. Basic earnings per
      common share are computed by dividing net income by the weighted-average
      number of common and preferred shares outstanding during the period.

      The table below presents the determination of net income available to
      common and preferred shareholders and weighted average common and
      preferred shares outstanding used to calculate basic and diluted
      earnings per share for each of the years presented.

      Purchases of shares by the BWF and the consolidation of the FAHZ and the
      BWF have had the effect of reducing the number of outstanding shares.

      For purposes of computing diluted earnings per share, stock granted in
      the stock ownership plan and stock warrants are assumed to be converted
      into preferred or common shares as of the date of issuance of the
      security using the treasury stock method.

      All references to the number of preferred and common shares and per
      share amounts have been restated to give retroactive effect to the stock
      split (Note 15 (a)(ii)) for all periods presented.

                                    F - 81

<PAGE>

COMPANHIA DE BEBIDAS DAS AMERICAS - AMBEV

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
AT DECEMBER 31
EXPRESSED IN MILLIONS OF REAIS, UNLESS OTHERWISE STATED
-------------------------------------------------------------------------------


<TABLE>
<CAPTION>
UNDER U.S. GAAP                                                                                                              AMBEV
                        ----------------------------------------------------------------------------------------------------------
                                                      2002                                2001                                2000
                        ----------------------------------  ----------------------------------  ----------------------------------
                        PREFERRED       COMMON       TOTAL   PREFERRED      COMMON       TOTAL   PREFERRED      COMMON       TOTAL
                        ---------    ---------   ---------  ----------  ----------  ----------  ----------  ----------  ----------
<S>                      <C>          <C>         <C>        <C>         <C>         <C>         <C>         <C>         <C>
BASIC NUMERATOR
Actual dividends
  declared                  131.3         64.9       196.2       167.0        83.5       250.5       113.1        66.9       180.0
Basic allocated
 undistributed
 earnings                   967.6        478.4     1,446.0       393.1       196.5       589.6       439.3       259.9       699.2
                       ----------  -----------  ----------  ----------  ----------  ----------  ----------  ----------  ----------
Allocated net income
 available for common
 and preferred
  shareholders            1,098.9        543.3     1,642.2       560.1       280.0       840.1       552.4       326.8       879.2
                       ==========  ===========  ==========  ==========  ==========  ==========  ==========  ==========  ==========
BASIC DENOMINATOR (IN
 THOUSAND OF SHARES)
Weighted average
 shares - AmBev        22,640,577   15,730,342  38,370,919  22,762,796  15,886,560  38,649,356  22,175,969  15,971,955  38,147,924
Weighted average shares
 held by FAHZ/ BWF       (467,319)  (3,668,559) (4,135,878)   (471,675) (3,626,607) (4,098,282)   (256,245) (1,706,632) (1,962,877)
                       ----------  -----------  ----------  ----------  ----------  ----------  ----------  ----------  ----------
Weighted average
 outstanding
 shares, net           22,173,258   12,061,783  34,235,041  22,291,121  12,259,953  34,551,074  21,919,724  14,265,323  36,185,047
                       ==========  ===========  ==========  ==========  ==========  ==========  ==========  ==========  ==========
Basic earnings per
 thousand shares - U.S.
 GAAP (*) - (whole
 reais) - R$                49.55        45.05                   25.13       22.84                   25.20       22.91
                       ==========  ===========              ==========  ==========              ==========  ==========
DILUTED NUMERATOR
Actual dividends
 declared                   131.8         64.4       196.2       168.1        82.4       250.5       114.7        65.4       180.0
Diluted allocated
 undistributed earnings     971.3        474.6     1,445.9       395.6       194.0       589.6       445.4       253.8       699.2
                       ----------  -----------  ----------  ----------  ----------  ----------  ----------  ----------  ----------
Allocated net income
 available for common
 and preferred
 shareholders             1,103.1        539.0     1,642.1       563.7       276.4       840.1       560.1       319.2       879.2
                       ==========  ===========  ==========  ==========  ==========  ==========  ==========  ==========  ==========
DILUTED DENOMINATOR
Stock ownership plan      268,485                              435,511                             784,006
Warrants                                                                                           386,795     209,948
                       ----------  -----------              ----------  ----------              ----------  ----------
Diluted weighted
 average shares
 (in thousands)        22,441,743   12,061,879  34,503,622  22,726,632  12,259,953  34,986,585  23,090,525  14,475,271  37,565,796
                       ==========  ===========  ==========  ==========  ==========  ==========  ==========  ==========  ==========
Diluted earnings per
 thousand shares
 - U.S. GAAP (*) -
 (whole reais) - R$                      49.16       44.69                   24.80       22.55                   24.26       22.05
                       ==========  ===========  ==========  ==========  ==========  ==========  ==========  ==========  ==========
</TABLE>

(*)   Preferred shareholders are entitled to receive per share dividends of at
      least 10% greater than the per share dividends paid to common
      shareholders. Undistributed earnings, therefore, have been allocated to
      common and preferred shareholders on a 100 to 110 basis, respectively,
      based upon the weighted average number of shares outstanding during the
      period to total shares (allocation percentage). Common and preferred
      shareholders share equally in undistributed losses.

                                    F - 82

<PAGE>

COMPANHIA DE BEBIDAS DAS AMERICAS - AMBEV

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
AT DECEMBER 31
EXPRESSED IN MILLIONS OF REAIS, UNLESS OTHERWISE STATED
-------------------------------------------------------------------------------


(k)   COMPREHENSIVE INCOME

      Under Brazilian GAAP, the concept of comprehensive income is not
      recognized.

      Under U.S. GAAP, SFAS No. 130, Reporting Comprehensive Income, requires
      the disclosure of comprehensive income. Comprehensive income is
      comprised of net income and other comprehensive income that include
      charges or credits directly to equity which are not the result of
      transactions with owners. For AmBev, the only component of the
      comprehensive income is the adjustment related to the gains and losses
      arising on the translation to reais of the financial statements of
      foreign subsidiaries upon consolidation. Under Brazilian GAAP, these
      gains and losses are recorded directly in AmBev's statements of
      operations.

                                                     YEAR ENDED DECEMBER 31
                                           --------------------------------
                                               2002        2001        2000
                                           --------   ---------   ---------
Net income                                  1,642.2       840.1       879.2
Foreign exchange gain from
  translation of foreign subsidiaries          23.6        35.0        12.6
                                           --------    --------    --------
Comprehensive income                        1,665.8       875.1       891.8
                                           ========    ========    ========


(l)   INCOME TAXES

      Under Brazilian GAAP, the deferred income tax asset represents the
      probable estimated amount to be recovered. In addition, deferred income
      taxes are presented gross rather than being netted.

      Under U.S. GAAP, deferred taxes are accrued on all temporary tax
      differences. Valuation allowances are established when it is not more
      likely than not that tax losses will be recovered. Deferred tax assets
      and liabilities are classified as current or long-term based on the
      classification of the asset or liability underlying the temporary
      difference. Deferred income tax assets and liabilities are netted rather
      than presented gross.

      As discussed in Note 17 (c), as part of the 1997 Pepsi transaction we
      acquired the conditional right to certain tax assets. As we have not
      utilized the assets within the period which expired on December 31,
      2002, any future benefit from these assets will accrue entirely to
      AmBev.

                                     F - 83

<PAGE>

COMPANHIA DE BEBIDAS DAS AMERICAS - AMBEV

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
AT DECEMBER 31
EXPRESSED IN MILLIONS OF REAIS, UNLESS OTHERWISE STATED
-------------------------------------------------------------------------------


      Although we have not recorded these assets under the more stringent
      probability tests and CVM regulations for purposes of Brazilian GAAP, we
      are confident that it is more likely than not that the assets will be
      recovered. Accordingly, under U.S. GAAP, we recorded a tax benefit of R$
      148.0 to reflect the tax loss carryforwards no longer subject to
      contingent utilization.

      We at times use different tax rates to calculate deferred taxes for
      Brazilian GAAP and U.S. GAAP. In Brazil, the tax law is sometimes
      significantly altered by provisional measure (medidas provisorias)
      announced by Presidential decree. Under U.S. GAAP, only enacted tax
      rates may be used in determining deferred taxes; however, the
      provisional measure, to the extent it has not lapsed, is used for
      determining the amount of current tax payable. As from October 2001, as
      a result of a change in law approved by the Brazilian Congress,
      pre-existing provisional measures no longer expire and have been treated
      as enacted for deferred tax calculation purposes. Therefore, no
      differences between Brazilian GAAP and U.S. GAAP remain in this regard.

      For purposes of the reconciliation, additional charges were recognized
      in the income statement under U.S. GAAP of R$ 27.0 in 2001 and R$ 19.7
      in 2000.

(m)   PROVISION FOR DIVIDENDS AND NOTIONAL INTEREST ATTRIBUTABLE TO OWN CAPITAL

      Under Brazilian GAAP, at each year-end, management is required to
      propose a dividend distribution from earnings and accrue for this in the
      financial statements. Under Brazilian GAAP, companies are permitted to
      distribute or capitalize an amount of interest, subject to certain
      limitations, calculated based on a government interest rate, on
      shareholders' equity. Such amounts are deductible for tax purposes and
      are presented as a deduction from shareholders' equity.

      Under U.S. GAAP, since proposed dividends may be ratified or modified at
      the annual Shareholders' Meeting, such dividends would not be considered
      as declared at the balance sheet date and would therefore not be
      accrued. However, interim dividends paid or interest credited to
      shareholders as capital remuneration under Brazilian legislation would
      be considered as declared for U.S. GAAP purposes.

      For purposes of the reconciliation, the December 31, 2002 provision of
      R$ 289.4 (20-1 - R$ 52.0) for proposed dividends was reversed under U.S.
      GAAP.

                                     F - 84

<PAGE>

COMPANHIA DE BEBIDAS DAS AMERICAS - AMBEV

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
AT DECEMBER 31
EXPRESSED IN MILLIONS OF REAIS, UNLESS OTHERWISE STATED
-------------------------------------------------------------------------------


(n)   STOCK OWNERSHIP PLAN

      Under Brazilian GAAP, the rights to acquire AMBEV's shares granted to
      employees, officers and directors under the stock ownership plan, do not
      result in any expense being recorded. The purchase of the stock by the
      employees is recorded as an increase in capital stock for the amount of
      the purchase price.

      Under U.S. GAAP, in accordance with APB 25, Accounting for Stock Issued
      to Employees, the rights to acquire AMBEV's shares granted under the
      stock ownership plan is deemed to give rise to compensation expense to
      the extent of the excess market price of the shares over the purchase
      price to employees, officers and directors. Since the ultimate purchase
      price is not known until the date of exercise (Note 15 (g)), the plan is
      considered a variable plan. In a variable plan, compensation cost is
      measured at each year- end between the grant date and the measurement
      date, based upon incremental changes in the market value of the
      company's stock. Compensation cost is calculated at the end of each year
      using the expected number of awards outstanding. These awards are
      multiplied by the year-end market price less the employees' expected
      share price. The incremental change in compensation cost is then
      amortized as a charge to expense over the periods in which the employees
      perform the related services; such periods normally include a vesting
      period.

      In addition, under U.S. GAAP pro forma disclosures of net income and
      earnings per share are presented under the fair value method of
      accounting. Under this method, fair value is determined using a pricing
      model (Black - Scholes) which takes into account the stock price at the
      grant date, the purchase price, the expected life of the award, the
      volatility of the underlying stock, the expected dividends, and the
      risk-free interest rate over the expected life of the award.

      For purposes of the reconciliation, additional charges were recognized
      under U.S. GAAP in the amounts of R$ 17.7 in 2002, R$ 10.0 in 2001 and
      R$ 8.4 in 2000.

(o)   ADVANCES TO EMPLOYEES FOR PURCHASE OF SHARES

      Under Brazilian GAAP, advances to employees for purchase of shares are
      recorded as an asset and the interest accrued credited to income.

                                    F - 85

<PAGE>

COMPANHIA DE BEBIDAS DAS AMERICAS - AMBEV

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
AT DECEMBER 31
EXPRESSED IN MILLIONS OF REAIS, UNLESS OTHERWISE STATED
-------------------------------------------------------------------------------


      Under U.S. GAAP, as the advances are collaterized by the stock issued
      under the stock ownership plan, the loan is reported as a deduction
      from shareholders' equity.

      For purposes of the reconciliation, sharehold'rs' equity is reduced
      under U.S. GAAP by R$ 324.8 in 2002, R$ 215.2 in 2001 and R$ 165.2 in
      2000.

(p)   ACCOUNTING FOR DERIVATIVE INSTRUMENTS

      Under Brazilian GAAP, derivative instruments are recorded at the lower
      of cost plus accrued interest and fair market value. Additionally,
      unrealized gains or losses arising from transactions entered to mitigate
      risks on purchase of raw materials are deferred and recognized in the
      statement of operations when realized.

      Under U.S. GAAP, SFAS No. 133, Accounting for Derivative Instruments and
      Hedging Activities establishes accounting and reporting standards for
      derivative instruments and for hedging activities. It requires that an
      entity recognize all derivatives as either assets or liabilities and
      measure those instruments at fair value. This statement was effective
      from January 1, 2001 and at that date did not have a significant impact
      on our financial statements.

      For purposes of the reconciliation, as these transactions do not meet
      the requirements to qualify for hedge accounting under SFAS No. 133, we
      have recorded unrealized gains totaling R$ 4.9 in our results of
      operations under U.S. GAAP.

                                     F - 86

<PAGE>

COMPANHIA DE BEBIDAS DAS AMERICAS - AMBEV

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
AT DECEMBER 31
EXPRESSED IN MILLIONS OF REAIS, UNLESS OTHERWISE STATED
-------------------------------------------------------------------------------


(q) CLASSIFICATION OF STATEMENT OF OPERATIONS LINE ITEMS

      Under Brazilian GAAP, in addition to the issues noted above, the
      classification of certain income and expense items is presented
      differently from U.S. GAAP. We have recast our statement of operations
      under the Brazilian GAAP to present a condensed statement of operations
      in accordance with U.S. GAAP (Note 20.4(b)). The reclassifications are
      summarized as follows:

      (i)   interest income and interest expense, together with other
            financial charges, are displayed within operating income in the
            statement of operations presented in accordance with Brazilian
            GAAP. Such amounts have been reclassified to non-operating income
            and expenses in the condensed statement of operations in
            accordance with U.S. GAAP;

      (ii)  under Brazilian GAAP, gains and losses on the disposal or
            impairment of permanent assets are classified as non-operating
            income (expense). Under U.S. GAAP, gains and losses on the
            disposal or impairment of property, plant and equipment are
            classified as an adjustment to operating income;

      (iii) the net income (loss) differences between Brazilian GAAP and U.S.
            GAAP (Note 21.2), were incorporated in the statement of operations
            in accordance with U.S. GAAP;

      (iv)  employee profit sharing expenses have been classified after
            non-operating expenses in the consolidated statement of operations
            in accordance with Brazilian GAAP. Such amounts have been
            reclassified to operating expenses in the condensed consolidated
            statement of operations in accordance with U.S. GAAP;

      (v)   under Brazilian GAAP, certain credits arising from sales tax are
            recorded in operating income. Under U.S. GAAP these are adjusted
            against net sales, as a Sales tax deduction;

      (vi)  under Brazilian GAAP, charges arising from provision for
            contingencies are presented in a single line item in operating
            expense . Under U.S. GAAP, provision for contingencies are
            recorded in the statement of operations based on the type of
            contingency

                                    F - 87

<PAGE>

COMPANHIA DE BEBIDAS DAS AMERICAS - AMBEV

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
AT DECEMBER 31
EXPRESSED IN MILLIONS OF REAIS, UNLESS OTHERWISE STATED
-------------------------------------------------------------------------------


      (vii) under Brazilian GAAP, jointly controlled entities must be
            consolidated using the proportional consolidation method.
            Proportional consolidation requires that the share of the assets,
            liabilities, income and expenses are combined on a line-by line
            basis with similar items in the Company's financial statements.
            Under U.S. GAAP, jointly controlled entities are recorded under
            the equity method. The prorated accounts of our jointly controlled
            investees have not been combined in the condensed consolidated
            U.S. GAAP balance sheet and statements of operations;

     (viii) under Brazilian GAAP, shipping and handling costs, representing
            R$ 264.2, R$ 194.9 and R$ 138.4, respectively, for the years ended
            December 31, 2002, 2001, and 2000, are expensed as incurred and
            classified as selling expenses in the income statement. Under U.S.
            GAAP, pursuant to the requirements of the Emerging Issues Task
            Force (EITF) Issue No. 00-10, these expenses were reclassified to
            cost of sales;

      (ix)  in order to obtain more prominent and accessible shelf space for
            its products, AmBev pays distributors and retailers to place our
            products in premium positions. The Company also pays bonuses and
            gives discounts to increase sales, normally processed in the form
            of cash payments or additional products. Under Brazilian GAAP,
            these costs are classified as selling and marketing expenses.
            Under U.S. GAAP, pursuant to the EITF 01- 09 these costs are
            reclassified reducing net revenues;

      (x)   under Brazilian GAAP, in 2000, the results of Antarctica were
            consolidated, line by line, for the whole year while under U.S.
            GAAP, the consolidation became effective only as from April 1. Up
            to that date, under U.S. GAAP, the results of Antarctica were
            recognized as an equity pick-up; and

      (xi)  under Brazilian GAAP, unrealized gains or losses arising from
            foreign currency and commodities swaps entered to mitigate prices
            and foreign exchange risks on purchase of raw material, are
            deferred and recognized in the statement of operations as Cost of
            sales upon realization. For U.S. GAAP, as these instruments do not
            need the qualifying criteria for hedge accounting under SFAS No.
            133, these gains or losses, due to changes in fair value of swaps,
            are recorded as Financial income or Financial expense. The total
            amount reclassified in 2002 was R$ 345.6.

                                    F - 88

<PAGE>

COMPANHIA DE BEBIDAS DAS AMERICAS - AMBEV

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
AT DECEMBER 31
EXPRESSED IN MILLIONS OF REAIS, UNLESS OTHERWISE STATED
-------------------------------------------------------------------------------


(r) CLASSIFICATION OF BALANCE SHEET LINE ITEMS

      Under Brazilian GAAP, the classification of certain balance sheet items
      is presented differently from U.S. GAAP. We have recast our consolidated
      balance sheet under Brazilian GAAP to present a condensed consolidated
      balance sheet in accordance with U.S. GAAP (Note 20.4(a)). The
      reclassifications are summarized as follows:

      (i)   under U.S. GAAP certain deferred charges were reclassified to
            property, plant and equipment, accordingly to their nature;

      (ii)  under U.S. GAAP certain property, plant and equipment were
            reclassified to intangible assets, according to their nature;

      (iii) under Brazilian GAAP, deferred income taxes are not netted and
            assets are shown separately from liabilities. For U.S. GAAP
            purposes, deferred tax assets and liabilities are netted and
            classified as current or non-current based on the classification
            of the underlying temporary difference.

                                    F - 89

<PAGE>

COMPANHIA DE BEBIDAS DAS AMERICAS - AMBEV

<TABLE>
<CAPTION>
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
AT DECEMBER 31
EXPRESSED IN MILLIONS OF REAIS, UNLESS OTHERWISE STATED
-------------------------------------------------------------------------------------------------------


21.2  RECONCILIATION OF THE DIFFERENCES BETWEEN BRAZILIAN GAAP AND U.S. GAAP

(a)   NET INCOME

                                                                 REF     YEARS ENDED DECEMBER 31,
                                                                NOTE   ------------------------------
                                                                21.1       2002       2001       2000
                                                                       --------   --------  ---------
<S>                                                             <C>    <C>        <C>       <C>

NET INCOME UNDER BRAZILIAN GAAP                                         1,510.3      784.6      470.2

  Depreciation of additional indexation of permanent
     assets from 1995 to 1997                                    (a)      (18.1)     (22.6)     (32.8)
  Foreign currency translation of foreign subsidiaries           (b)     (105.3)
  Capitalized interest, net of amortization                      (c)       (2.4)      (2.4)      (2.4)
  Deferred charges, net of amortization and other
     intangible assets                                           (d)       18.3       (0.4)      57.1
  Business combination adjustments                               (e)      125.5       77.7      262.1
  Consolidation of welfare foundations (FAHZ/BWF)                (g)       (4.9)      45.2       (5.8)
  Pension plan                                                   (i)       13.9        2.8       31.7
  Other post-retirement benefits                                 (i)       (1.7)      (3.6)     133.7
  Foreign exchange gain from translation of foreign subsidiaries (k)      (23.6)     (35.0)     (12.6)
  Deferred income tax rates not enacted                          (k)                  27.0      (19.7)
  Recognition of Pepsi tax assets                                (1)      148.0
  Compensation expense from stock ownership plan                 (n)      (17.7)     (10.0)      (8.4)
  Derivatives charged to income                                  (p)        4.9
  Minority interest on adjustments above                                   (2.0)      (1.0)     (57.4)
  Deferred income tax on adjustments above                                 (3.0)     (22.2)      80.0
                                                                                             --------
  Equity in losses of Antarctica under U.S. GAAP
     three months to March 31, 2000                              (f)                 (80.7)
  Losses of Antarctica consolidated in AmBev under
     Brazilian GAAP three months to March 31, 2000               (f)                  86.4
  FAHZ expenses pushed-down                                      (h)                 (22.2)
                                                                       --------   --------  ---------
NET INCOME UNDER U.S. GAAP                                              1,642.2      840.1      879.2
                                                                       ========   ========  =========
</TABLE>
                                     F - 90

<PAGE>

COMPANHIA DE BEBIDAS DAS AMERICAS - AMBEV

<TABLE>
<CAPTION>
 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
AT DECEMBER 31
EXPRESSED IN MILLIONS OF REAIS, UNLESS OTHERWISE STATED
-------------------------------------------------------------------------------------------------------


(b)   SHAREHOLDERS' EQUITY

                                                                REF      2002       2001       2000
                                                                       --------   --------  ---------
 <S>                                                             <C>    <C>        <C>       <C>

SHAREHOLDERS' EQUITY UNDER BRAZILIAN GAAP                               4,129.6    3,363.4    3,076.9

  Additional indexation of permanent assets from
      1995 to 1997, net                                          (a)      130.9      149.0      171.6
  Foreign currency translation on foreign subsidiaries           (b)     (105.3)
  Capitalized interest, net of amortization                      (c)        8.1       10.5       12.9
  Reversal of deferred charges, and other intangible
     assets, net of amortization                                 (d)     (174.6)    (192.9)    (192.5)
  Business combination adjustments                               (e)     (194.8)    (320.3)    (386.7)
  Consolidation of welfare foundations (FAHZ/BWF)                (g)      266.9      270.3      136.1
  Pension plan                                                   (i)       32.8       18.9       36.8
  Other post-retirement benefits                                 (i)      (79.8)     (78.1)    (130.0)
  Deferred income tax rate not enacted                           (l)                            (27.0)
  Recognition of Pepsi tax assets                                (l)     148.0
  Reversal of dividends not yet declared                         (m)      341.4       52.0
  Advances to employees for purchase of shares                   (o)     (324.8)    (215.2)    (165.1)
  Derivatives charged to income                                  (p)        4.9
  Minority interest on adjustments above                                   (4.8)      (2.8)      (1.8)
  Deferred income tax on adjustments                                     (217.9)    (214.9)    (153.0)
                                                                       --------   --------  ---------
SHAREHOLDERS' EQUITY UNDER U.S. GAAP                                    3,960.6    2,839.9    2,378.2
                                                                       --------   --------  ---------
</TABLE>


21.3  U.S. GAAP SUPPLEMENTARY INFORMATION

(a)   PROPERTY, PLANT AND EQUIPMENT

                                                       2002       2001
                                                  ---------  ---------
Property, plant and equipment                       7,749.1    6,589.6
Accumulated depreciation                           (4,650.9)  (3,473.4)
                                                  ---------  ---------
Property, plant and equipment, net                  3,098.2    3,116.2
                                                  =========  =========
Total assets                                       11,584.6   10,195.9
                                                  =========  =========

                                     F - 91

<PAGE>

COMPANHIA DE BEBIDAS DAS AMERICAS - AMBEV

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
AT DECEMBER 31
EXPRESSED IN MILLIONS OF REAIS, UNLESS OTHERWISE STATED
-------------------------------------------------------------------------------


(b)   RECENT U.S. GAAP ACCOUNTING PRONOUNCEMENTS NOT YET ADOPTED

      The Financial Accounting Standard Board (FASB) has recently issued the
      following SFAS which are effective in periods after December 31, 2002:
      SFAS No. 143, Accounting for Asset Retirement Obligations; SFAS No. 145,
      Extinguishment of Debt; SFAS No. 146, Accounting for Costs Associated
      with Exit or Disposal Activities and SFAS No. 148, Accounting for
      Stock-Based Compensation - Transition and Disclosure - an amendment of
      FASB Statement No. 123.

      SFAS No. 143 requires entities to record the fair value of a liability
      for an asset retirement obligation in the period in which it is incurred
      and a corresponding increase in the carrying amount of the related
      long-lived asset. Subsequently, the asset retirement cost should be
      allocated to expense using a systematic and rational method. SFAS No.
      143 is effective for fiscal years beginning after September 15, 2002

      SFAS No. 145 addresses financial accounting and reporting for
      extinguishment of debt. SFAS No. 145 is effective for fiscal years
      beginning after May 15, 2002.

      SFAS No. 146 addresses financial accounting and reporting for costs
      associated with exit or disposal activities. The provisions of SFAS No.
      146 are effective for exit or disposal activities that are initiated
      after December 31, 2002.

      SFAS No. 148 provides alternative methods of transition for a voluntary
      change to the fair value based method of accounting for stock-based
      employee compensation. The Company has included the disclosure
      requirements of SFAS No. 148 in its financial statements and is
      currently evaluating the impact of fair value transition alternatives.

      In addition, in November 2002, FASB issued Interpretation No. 45 (FIN
      45), Guarantor's Accounting and Disclosure Requirements for Guarantees,
      Including Indirect Guarantees of Indebtedness of Others and
      Interpretation No. 46 (FIN 46) - Consolidation of Variable Interest
      Entities.

                                     F - 92

<PAGE>

COMPANHIA DE BEBIDAS DAS AMERICAS - AMBEV

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
AT DECEMBER 31
EXPRESSED IN MILLIONS OF REAIS, UNLESS OTHERWISE STATED
-------------------------------------------------------------------------------


      FIN 45 clarifies that a guarantor is required to recognize, at the
      inception of a guarantee, a liability for the fair value of the
      obligation undertaken in issuing the guarantee. The initial recognition
      and initial measurement provisions of this Interpretation are applicable
      on a prospective basis to guarantees issued or modified after December
      31, 2002.

      FIN 46 provides guidance on when certain entities should be consolidated
      or the interests in those entities should be disclosed by enterprises
      that do not control them through majority voting interest. Under FIN 46,
      entities are required to be consolidated by enterprises that lack
      majority voting interest when equity investors of those entities have
      significant capital risk, the obligation to absorb expected losses, or
      the right to receive expected returns. Entities identified with these
      characteristics are called variable interest entities and the interest
      that enterprises have in these entities are called variable interests.
      These interests may derive from certain guarantees, leases, loans or
      other arrangements that result in risks and rewards, which finance the
      variable interest entities, despite the voting interest in the entities.

      The interpretation requires that if a business enterprise has a
      controlling financial interest in a variable entity, the assets,
      liabilities and results of the activities of the variable interest
      entity must be included in the consolidated financial statements with
      those of the business enterprise. This interpretation applies
      immediately to variable interest entities created after January 31,
      2003. For variable interest entities created before February 1, 2003,
      FIN 46 must be adopted in the first reporting period beginning after
      June 15, 2003. The Company is evaluating the impact of this
      interpretation on its financial condition, results of operations and
      cash flows.

      There have been no variable interest entities created after January 31,
      2003 in which the Company has an interest. The Company is reviewing its
      financial arrangements entered into before February 1, 2003 to identify
      any that might qualify as variable interest entities.

      Management believes that these new accounting pronouncements will have
      no significant impact on the Company's consolidated financial
      statements.

                                     F - 93

<PAGE>

COMPANHIA DE BEBIDAS DAS AMERICAS - AMBEV

<TABLE>
<CAPTION>
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
AT DECEMBER 31
EXPRESSED IN MILLIONS OF REAIS, UNLESS OTHERWISE STATED
-------------------------------------------------------------------------------------------------------


(c)  ADDITIONAL INFORMATION - STOCK OWNERSHIP PLAN

                                                               2002              2001             2000
                                                    ---------------  ----------------  ----------------
 <S>                                                 <C>              <C>               <C>

Range of purchase prices for outstanding awards      57.49 - 450.19   69.34 to 381.38   53.28 to 341.67
                                                    ===============  ================  ================
Weighted average market price per share
  (based on quoted market value at date granted)
     for awards granted during the year                      530.28            417.08            399.80
                                                    ===============  ================  ================
Weighted average exercise price of awards
  granted in the year                                        450.19            381.38            341.67
                                                    ===============  ================  ================
Weighted average grant-date intrinsic value of
  awards granted during year (difference
     between quoted market price and
       purchase price)                                        80.09             35.70             58.13
                                                    ===============  ================  ================
WEIGHTED-AVERAGE PURCHASE PRICES
At beginning of year                                         273.24            148.19            108.00
  Granted                                                    450.19            381.38            341.67
  Exercised                                                  265.46            141.93            104.36
  Forfeited                                                  228.12            136.64            110.41

At end of year                                               313.75            273.24            148.19
                                                    ===============  ================  ================
</TABLE>

OUTSTANDING AND EXERCISABLE:

                                                    WEIGHTED - AVERAGE PURCHASE
                     NUMBER OF SHARES (THOUSANDS)                     PRICES(*)
                     ----------------------------   ---------------------------
RANGE OF
PURCHASE PRICES (*)    2002       2001       2000      2002      2001      2000
                   --------  ---------  ---------  --------  --------  --------
57.49 - 69.34         3,038      3,482     31,202     57.49     69.34      6312
69.35 - 103.44       42,061     65,113    224,810     93.73    101.96      94.6
103.45 - 196.93      92,254    153,724    465,080    166.06    150.41     138.8
196.94 - 226.74     140,803    274,150    453,763    226.74    176.90     161.0
226.75 - 413.82     352,144    534,752     66,500    411.65    380.12     341.7
413.83 - 450.19      10,500                          450.19
                   --------  ---------  ---------  --------  --------  --------
                    640,800  1,031,221  1,241,355    313.75    273.24    148.19
                   ========  =========  =========  ========  ========  ========

(*) Expressed in whole reais.

                                     F - 94

<PAGE>

COMPANHIA DE BEBIDAS DAS AMERICAS - AMBEV

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
AT DECEMBER 31
EXPRESSED IN MILLIONS OF REAIS, UNLESS OTHERWISE STATED
-------------------------------------------------------------------------------


(d)   PRO FORMA FAIR VALUE EFFECTS OF STOCK OWNERSHIP PLAN

      We have calculated the pro forma effects of accounting for the stock
      ownership plan in accordance with SFAS No. 123, Accounting for Stock
      Based Compensation. Had compensation cost for the Plan been determined
      based on the fair value at the grant date in accordance with the
      provisions of SFAS No. 123, our U.S. GAAP net income and earnings per
      thousand shares would have been as follows:


                                                    2002    2001    2000
                                                -------- ------- -------
Net income - U.S. GAAP                           1,642.2   840.1   879.2
(+) Compensation cost under APB 25                  17.7    10.0     8.4
(-) Compensation cost under SFAS No. 123           (40.8)  (27.2)  (25.4)
                                                --------  ------  ------
                                                 1,619.1   822.9   862.2
                                                ========  ======  ======
Earnings (losses) per thousand shares - pro forma
  (whole -reais ) - R$
     Basic
       Preferred                                   48.86   24.61   24.71
       Common                                      44.42   22.37   22.47
     Diluted
       Preferred                                   48.46   24.30   23.78
       Common                                      44.06   22.09   21.62


      These pro forma results are not necessarily indicative of future
      amounts.

      The fair value of each award granted was estimated on the date of grant
      using the Black - Scholes pricing model with the following weighted
      average assumptions used for grants in 2002: dividend yield - 1.7% (2001
      - 1.6%; 2000 - 5%), expected volatility - 33% (2001 - 43%; 2000 - 49%),
      risk-free interest rate-nominal terms - 4.8% (2001 - 1.1%, 2000 - 16.5%)
      and expected lives of three years for all periods.

                                                    2002    2001    2000
                                                -------- ------- -------

Fair value of awards granted in the year
  award using the Black - Scholes
     pricing model (R$ per thousand shares)       283.46  199.62  311.18
                                                 ======= ======= =======
Total fair value of awards granted in the year      5.1    99.8    20.7
                                                 ======= ======= =======

                                     F - 95




<PAGE>
COMPANHIA DE BEBIDAS DAS AMERICAS - AMBEV

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
AT DECEMBER 31
EXPRESSED IN MILLIONS OF REAIS, UNLESS OTHERWISE STATED
-------------------------------------------------------------------------------


21.4  U.S. GAAP CONDENSED FINANCIAL INFORMATION

Based on the reconciling items and discussion above, the AmBev consolidated
balance sheet, statement of operations, and statement of changes in
shareholders' equity under U.S. GAAP have been recast in condensed format as
follow:

(a)     CONDENSED BALANCE SHEET UNDER U.S. GAAP

ASSETS                                         2002        2001
                                         ----------   ---------
Current assets
  Cash and cash equivalents                 2,842.8     2,315.6
  Restricted cash - FAHZ                      117.8       131.3
  Trading securities                          495.1       126.9
  Trade accounts receivable, net              699.9       792.0
  Taxes recoverable                           411.8       329.4
  Inventories                                 859.4       806.3
  Deferred income tax                          47.0        37.9
  Prepaid expenses and other                  302.8       209.0
                                         ----------   ---------
                                            5,776.6     4,748.4
                                         ----------   ---------


Investments
  Investment in affiliates                      2.7        97.4
  Other                                        11.1        42.3
                                         ----------   ---------

                                               13.8       139.7

Goodwill and intangible assets, net           662.2       581.6
                                         ----------   ---------

Property, plant and equipment               3,098.2     3,116.2
                                         ----------   ---------

Other assets
  Receivables from affiliated companies        12.1        54.5
  Prepaid expenses                             51.1        81.3
  Deferred income tax                       1,414.1       868.5
  Other taxes recoverable                     112.7       177.4
  Prepaid pension cost                         54.4        39.7
  Restricted deposits for legal proceedings   236.8       177.2
  Tax incentive investments and deposits       11.3        54.9
  Assets held for sale                        121.5       117.7
  Other                                        19.8        38.8
                                         ----------   ---------
Total assets                               11,584.6    10,195.9
                                         ==========   =========


                                     F - 96


<PAGE>

COMPANHIA DE BEBIDAS DAS AMERICAS - AMBEV

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
AT DECEMBER 31
EXPRESSED IN MILLIONS OF REAIS, UNLESS OTHERWISE STATED
-------------------------------------------------------------------------------


LIABILITIES AND SHAREHOLDERS' EQUITY                       2002       2001
                                                       --------   --------
Current liabilities
  Suppliers                                               789.6      562.6
  Payroll and related charges                             193.6      140.8
  Taxes on income payable                                  74.4       67.5
  Other taxes payable                                     615.4      592.5
  Short-term debt                                         305.9    1,405.0
  Current portion of long-term debt                       292.5      280.3
  Interest attributed to shareholders' equity payable       4.2      106.1
  Other                                                   122.8      130.2
                                                       --------   --------
                                                        2,398.4    3,285.0
                                                       --------   --------
Long-term liabilities
  Long-term debt                                        3,879.3    2,610.6
  Accrued liability for contingencies                     772.2      653.0
  Sales tax deferrals                                     306.9      580.7
  Post-retirement benefits                                133.2      123.8
  Other                                                    85.7       14.8
                                                       --------   --------

                                                        5,177.3    3,982.9
                                                       --------   --------

Minority interest                                          48.3       88.1
                                                       --------   --------

Shareholders' equity                                    3,960.6    2,839.9
                                                       --------   --------

Total liabilities and shareholders' equity             11,584.6   10,195.9
                                                      =========  =========

                                     F - 97


<PAGE>
COMPANHIA DE BEBIDAS DAS AMERICAS - AMBEV

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
AT DECEMBER 31
EXPRESSED IN MILLIONS OF REAIS, UNLESS OTHERWISE STATED
-------------------------------------------------------------------------------


(b) CONDENSED STATEMENT OF OPERATIONS UNDER U.S. GAAP

                                                    2002       2001       2000
                                                --------   --------   --------

GROSS SALES                                     14,215.3   12,865.4   10,379.9
Value-added and other taxes, discounts
  and returns                                   (6,904.9)  (6,299.1)  (5,558.4)
                                                --------   --------   --------

NET SALES                                        7,310.4    6,566.3    4,821.5
Cost of sales                                   (3,900.2)  (3,676.0)  (2,717.5)
                                                --------   --------   --------

GROSS PROFIT                                     3,410.2    2,890.3    2,104.0

OPERATING INCOME (EXPENSES)
 Selling and marketing                            (928.3)    (837.7)    (680.2)
 General and administrative                       (910.9)    (631.8)    (535.3)
 Other operating expense, net                       (1.8)    (111.8)    (145.1)

OPERATING INCOME                                 1,569.2    1,309.0      743.4
                                                --------   --------   --------
NON-OPERATING INCOME (EXPENSES)
 Financial income                                2,929.6      355.2      302.4
 Financial expenses                             (3,262.5)    (850.5)    (568.3)
 Other non-operating (expense) income, net         (59.3)      (5.0)       8.0
                                                --------   --------   --------
INCOME BEFORE INCOME TAX, EQUITY IN
 AFFILIATES AND MINORITY INTEREST                1,177.0      808.7      485.5
                                                --------   --------   --------
INCOME TAX BENEFIT (EXPENSE)
 Current                                          (123.4)    (197.9)    (207.9)
 Deferred                                          548.4      224.5      676.3
                                                --------   --------   --------

                                                   425.0       26.6      468.4
INCOME BEFORE EQUITY IN AFFILIATES
 AND MINORITY INTEREST                           1,602.0      835.3      953.9
                                                --------   --------   --------

 Equity in earnings (losses) of affiliates          (6.5)      15.5       41.3
 Equity in losses of Antarctica (Note 21.1(f))                           (80.7)
 Minority interest                                  46.7      (10.7)     (35.3)
                                                --------   --------   --------

NET INCOME                                       1,642.2      840.1      879.2
                                                ========   ========   ========

                                     F - 98


<PAGE>
COMPANHIA DE BEBIDAS DAS AMERICAS - AMBEV

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
AT DECEMBER 31
EXPRESSED IN MILLIONS OF REAIS, UNLESS OTHERWISE STATED
-------------------------------------------------------------------------------


                                               2002          2001         2000
                                         ----------    ----------   ----------

EARNINGS PER THOUSAND SHARES
  Basic
     Preferred shares                         49.55         25.13        25.20
     Common shares                            45.05         22.84        22.91
  Diluted
     Preferred shares                         49.16         24.80        24.26
     Common shares                            44.69         22.55        22.05

WEIGHTED AVERAGE SHARES OF OUTSTANDING
  (IN THOUSANDS)

  Basic
     Preferred shares                    22,173,257    22,291,120   21,919,724
     Common shares                       12,061,783    12,259,953   14,265,323
  Diluted
     Preferred shares                    22,441,742    22,726,631   23,090,525
     Common shares                       12,061,783    12,258,788   14,475,271



(c)  CONDENSED CHANGES IN SHAREHOLDERS' EQUITY UNDER U.S. GAAP


                                                       YEARS ENDED DECEMBER 31
                                          ------------------------------------
                                               2002          2001         2000
                                          ---------     ---------    ---------

AT BEGINNING OF THE YEAR                    2,839.9       2,378.2      1,628.7
  Capital increase                            101.9         379.1
  Treasury shares acquired                   (370.7)       (495.4)      (923.3)
  Additional paid-in capital                   17.7          (1.2)     1,130.8
  Premium received on sale of options          11.7           4.9
  Advances to employees for purchase
    of shares                                (109.5)        (50.0)       (76.2)
  Return of capital                                                     (111.9)
  Translation adjustment                       23.6          35.0         12.7
  Net income                                1,642.2         840.1        879.2
  Dividends and interest attributed to
    shareholders' equity declared            (196.2)       (250.8)      (161.8)
                                          ---------     ---------    ---------
AT END OF THE YEAR                          3,960.6       2,839.9      2,378.2
                                          =========     =========    =========


                                     F - 99


<PAGE>


COMPANHIA DE BEBIDAS DAS AMERICAS - AMBEV

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
AT DECEMBER 31
EXPRESSED IN MILLIONS OF REAIS, UNLESS OTHERWISE STATED
-------------------------------------------------------------------------------


22    SEGMENT REPORTING

      Under Brazilian GAAP, no separate segment reporting is required.

      Under U.S. GAAP, SFAS No. 131, Disclosures about Segments of an
      Enterprise and Related Information, defines operating segments as
      components of an enterprise for which separate financial information is
      available and evaluated regularly as a means for assessing segment
      performance and allocating resources to segments. A measure of profit or
      loss, total assets and other related information are required to be
      disclosed for each operating segment. In addition, this standard
      requires the annual disclosure of information concerning revenues
      derived from the enterprise's products or services, countries in which
      it earns revenues or hold assets, and major customers. AmBev's business
      is comprised of three main segments: beer international, beer Brazil and
      soft drinks, which together accounted for 96% of AmBev's net sales in
      2002 (95% of net sales in 2001 and 98% net sales in 2000). In the past,
      our operations were divided into only two segments: beer and soft
      drinks; we have reclassified prior periods to disclose both domestic and
      international operations for beer.

      SFAS No. 131 requires that segment data be presented in the U.S. GAAP
      financial statements on the basis of the internal information that is
      used by management for making operating decisions, including allocation
      of resources among segments, and segment performance. This information
      is derived from its statutory accounting records which are maintained in
      accordance with Brazilian GAAP. Certain expenses were not allocated to
      the segments. These unallocated expenses are corporate overheads,
      minority interests, income taxes and financial interest income and
      expense. Certain operating units do not separate operational expenses,
      total assets, depreciation and amortization. These amounts were
      allocated based on gross sales revenue.



                                     F - 100


<PAGE>


COMPANHIA DE BEBIDAS DAS AMERICAS - AMBEV

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
AT DECEMBER 31
EXPRESSED IN MILLIONS OF REAIS, UNLESS OTHERWISE STATED
-------------------------------------------------------------------------------


                                       2002       2001       2000
                                  ---------  ---------  ---------
NET SALES
  Beer
     Domestic                       5,546.4    4,824.5    4,044.2
     International                    396.3      414.4      243.9
  Soft Drinks                       1,096.2      967.0      848.7
  Others                              286.4      319.7      113.6
                                  ---------  ---------  ---------
                                    7,325.3    6,525.6    5,250.4
                                  ---------  ---------  ---------
COST OF SALES
  Beer
     Domestic                      (2,237.2)  (2,274.8)    (2,061)
     International                   (214.0)    (200.9)    (123.0)
  Soft Drinks                        (698.4)    (662.7)    (552.4)
  Others                             (192.1)    (227.8)    (107.3)
                                  ---------  ---------  ---------
                                   (3,341.7)  (3,366.2)  (2,843.7)
                                  ---------  ---------  ---------

SELLING AND MARKETING EXPENSES
  Beer
     Domestic                        (469.5)    (448.3)    (407.3)
     International                    (58.8)     (85.9)     (75.0)
  Soft Drinks                        (134.6)    (153.0)     (86.2)
  Others                              (24.3)     (16.6)     (10.1)
                                  ---------  ---------  ---------
                                     (687.2)    (707.8)    (578.6)
                                  ---------  ---------  ---------

DIRECT DISTRIBUTION EXPENSES
  Beer
     Domestic                        (361.5)    (320.9)    (242.7)
     International                    (63.7)     (46.9)
  Soft Drinks                        (100.3)     (92.8)     (87.9)
  Others                              (11.9)     (12.3)      (6.4)
                                  ---------  ---------  ---------
                                     (537.4)    (467.8)    (337.0)
                                  ---------  ---------  ---------

GENERAL AND ADMINISTRATIVE EXPENSES
  Beer
     Domestic                        (326.8)    (292.2)    (316.0)
     International                    (27.1)     (34.8)     (26.8)
  Soft Drinks                         (13.1)     (17.5)     (21.8)
  Others                               (6.5)      (7.0)      (8.4)
                                  ---------  ---------  ---------
                                     (373.5)    (351.5)    (373.0)
                                  ---------  ---------  ---------


                                     F - 101


<PAGE>
COMPANHIA DE BEBIDAS DAS AMERICAS - AMBEV

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
AT DECEMBER 31
EXPRESSED IN MILLIONS OF REAIS, UNLESS OTHERWISE STATED
-------------------------------------------------------------------------------


                                                 2002       2001       2000
                                            ---------    -------    -------
DEPRECIATION AND AMORTIZATION EXPENSES (*)
  Beer
     Domestic                                  (275.5)    (189.3)    (149.1)
     International                              (15.7)     (17.1)      (9.2)
  Soft Drinks                                   (36.1)     (35.4)     (40.5)
  Others                                         (7.3)     (14.7)      (3.5)
                                            ---------    -------    -------
                                               (334.6)    (256.5)    (202.3)
                                            ---------    -------    -------
LESS:
  Provisions for contingencies and other       (123.7)     (33.9)    (269.2)
  Other operating income, net                   199.4      152.2        9.1
  Financial expense, net                       (747.1)    (503.1)    (324.0)
  Non-operating income (expense), net           (72.1)       2.3       52.7
  Income tax benefit (expense), net             280.6      (51.9)     405.4
  Profit sharing and contributions             (125.0)    (157.1)     (53.7)
  Minority interest                              47.3        0.3     (265.9)
                                            ---------    -------    -------
  NET INCOME                                 (1,510.3)     784.6      470.2
                                            =========    =======    =======



(*)   Relates primarily to administrative assets and amortization of deferred
      charges; excludes depreciation of production assets and amortization of
      goodwill, included in Other operating income, net.

Revenues from no individual customer represented more than 10% of our net
sales. Information on our geographic areas is as follows:


                                                 2002       2001       2000
                                            ---------    -------    -------

TOTAL NET SALES
  Domestic                                    6,929.0    6,111.2    5,006.5
  International                                 396.3      414.4      243.9

                                              7,325.3    6,525.6    5,250.4
                                            =========    =======    =======
TOTAL PROPERTY, PLANT AND EQUIPMENT
  Domestic                                    2,705.8    2,820.8    2,791.8
  International                                 583.3      456.9      412.4
                                            ---------    -------    -------
                                              3,289.1    3,277.7    3,204.2
                                            =========    =======    =======

                                     F - 102


<PAGE>
COMPANHIA DE BEBIDAS DAS AMERICAS - AMBEV

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
AT DECEMBER 31
EXPRESSED IN MILLIONS OF REAIS, UNLESS OTHERWISE STATED
-------------------------------------------------------------------------------


                                             2002              2001
                                         --------          --------
TOTAL SEGMENT ASSETS
  Beer                                    7,570.9           4,162.3
  Soft Drinks                             1,891.0           1,189.2
  Others                                    883.9             594.6
                                         --------           -------
                                         10,345.8           5,946.1
                                         --------           -------

GENERAL CORPORATE ASSETS                  2,035.6           5,082.7
                                         --------          --------
  TOTAL ASSETS                           12,381.4          11,028.8
                                         ========          ========

TOTAL ASSETS BY LOCATION

  Domestic                              11,321.6           10,208.4
  International                          1,059.8              820.4
                                         --------          --------
  TOTAL ASSETS                          12,381.4           11,028.8
                                        ========           ========


                                     F - 103


<PAGE>


COMPANHIA DE BEBIDAS DAS AMERICAS - AMBEV

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
AT DECEMBER 31
EXPRESSED IN MILLIONS OF REAIS, UNLESS OTHERWISE STATED
-------------------------------------------------------------------------------


23    CONSOLIDATING SCHEDULES

      In connection with an issuance of bonds by CBB in 2001 in the United
      States and international markets Under rule 144-A and Regulation S, we
      are presenting, pursuant to Rule 3-10 of Regulation S-X of the SEC,
      condensed consolidating financial information in Brazilian GAAP, of
      certain entities with which we are co-guarantors.

      In December 2001, CBB issued U.S.$ 500 million 10 1/2% notes due 2011,
      with a full and unconditional guarantee offered by AmBev.

      CBB is the surviving entity following the merger of Brahma into
      Antarctica and the change of Antarctica's name to CBB, both of which
      occurred on March 31, 2001. As of December 31, 2000, Brahma and
      Antarctica were wholly-owned subsidiaries of AmBev. AmBev held 100% of
      the total and voting shares of CBB through September 28, 2001, at which
      date a Brazilian government development agency received 26,958,767
      preferred shares in CBB. As at December 31, 2002, AmBev held 100% of the
      voting shares (2001 - 100%) and 99.7% of the total shares of CBB (2001 -
      99.7%).

      The financial information regarding AmBev Holding is unconsolidated. The
      financial information regarding CBB is consolidated. This information
      differs from the accounting structure of AmBev, in which AmBev is
      treated as the accounting successor of Brahma.

      We believe that the condensed consolidating financial information, as
      presented below, provides an appropriate level of financial information
      to investors.

                                     F - 104


<PAGE>


COMPANHIA DE BEBIDAS DAS AMERICAS - AMBEV

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
AT DECEMBER 31
EXPRESSED IN MILLIONS OF REAIS, UNLESS OTHERWISE STATED
-------------------------------------------------------------------------------


(a)  CONSOLIDATING SCHEDULES FOR THE YEAR ENDED DECEMBER 31, 2002

(i)  Condensed consolidated balance sheet

                                 AMBEV                 CONSOLIDATING
                               HOLDING    CBB    OTHER  ADJUSTMENTS CONSOLIDATED
                               -------  ------- -------- ---------- ------------
ASSETS

 Current asset
  Cash and cash equivalents        0.1  1,098.3  1,671.1               2,769.5
  Short-term investments                  240.3    495.1                 735.4
  Trade accounts receivable, net          683.0     64.3     (68.3)      679.0
  Receivable from affiliates       6.0    872.4  2,627.9  (3,506.3)
  Taxes recoverable               47.3    344.0     18.9                 410.2
  Inventories                             767.1     92.6                 859.7
  Other                            0.3     90.7     48.5       0.3       139.8
                               -------  ------- --------  --------    --------
                                  53.7  4,095.8  5,018.4  (3,574.3)    5,593.6
                               -------  ------- --------  --------    --------

 Non-current assets
  Receivables from affiliates
   companies                   1,669.7    144.8 (1,814.5)
  Deferred income tax            139.8  1,367.4     51.2               1,558.4
  Other taxes recoverable         78.0    259.7      3.1                 340.8
  Other                          187.0    509.5    110.2                 806.7
                               -------  ------- --------  --------    --------
                                 404.8  3,806.3    309.3  (1,814.5)    2,705.9
                               -------  ------- --------  --------    --------

Permanent assets
 Investments
  CBB                            754.5                      (754.5)
  Goodwill and negative goodwill 403.7    169.4     53.8                 626.9
  Investments in affiliates -
    100% voting shares
    interest                   3,215.6                    (3,215.6)
  Other investments less than
    100% voting shares interest  216.0              73.2    (289.2)
  Other                            1.3      8.8      0.3                  10.4
                               -------  ------- --------  --------    --------
                               4,591.1    178.2    127.3  (4,259.2)      637.4
  Property, plant and equipment         2,893.3    395.8               3,289.1
  Deferred charges                        100.9     54.5                 155.4
                               -------  ------- --------  --------    --------
                               4,591.1  3,172.4    577.6  (4,259.2)    4,081.9
                               -------  ------- --------  --------    --------
TOTAL ASSETS                   5.049.6 11,074.5  5,905.3  (9,648.0)   12,381.4
                               ======= ========  =======  ========    ========


                                     F - 105


<PAGE>
COMPANHIA DE BEBIDAS DAS AMERICAS - AMBEV

<TABLE>
<CAPTION>
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
AT DECEMBER 31
EXPRESSED IN MILLIONS OF REAIS, UNLESS OTHERWISE STATED
-------------------------------------------------------------------------------------------------------------


Condensed consolidated balance sheet (continued)



                                            AMBEV                               CONSOLIDATING
                                          HOLDING         CBB           OTHER     ADJUSTMENTS   CONSOLIDATED
                                         --------        -------      -------   -------------   ------------

<S>                                         <C>             <C>         <C>        <C>             <C>

LIABILITIES AND SHAREHOLDERS' EQUITY

 Current liabilities
  Suppliers                                  0.2           752.6         71.3        (35.0)         789.1
  Payable to affiliates                    329.6           428.8        849.7     (1,531.4)          76.7
  Payroll and related charges                1.2            53.5          5.1                        59.8
  Loans and financing                                      554.3         53.1                       607.4
  Taxes payable                              0.7           667.9         25.1                       693.7
  Dividends and interest attributed
    to shareholders' equity payable        345.0             1.0          0.1         (0.4)         345.7
  Other                                     15.6           283.2         17.6        (55.2)         261.2
                                         --------        -------      -------    ---------       --------
                                           692.3         2,741.3      1,022.0     (1,622.0)       2,833.6
                                         --------        -------      -------    ---------       --------

 Long-term liabilities
  Loans and financing                                    3,841.9         37.4                     3,879.3
  Accrued liability for contingency        125.2           876.2         13.5                     1,014.9
  Sales tax deferrals                                      306.9                                    306.9
  Post-retirement benefits                                  53.4                                     53.4
  Payable to affiliates                                  2.479.1      1,268.5     (3,747.6)
  Deferred income tax                                       22.6          3.1                        25.7
  Other                                                      9.5         68.0        (18.7)          58.8
                                         --------        -------      -------    ---------       --------

                                           125.2         7,589.6      1,390.5     (3,766.3)       5,339.0
                                         --------        -------      -------    ---------       --------

 Minority interest                                          89.2         59.1        (69.1)          79.2
                                         --------        -------      -------    ---------       --------

 Shareholders' equity                    4,232.1           654.4      3,433.7     (4,190.6)       4,129.6
                                         --------        -------      -------    ---------       --------

TOTAL LIABILITIES AND
 SHAREHOLDERS' EQUITY                    5,049.6        11,074.5      5,905.3     (9,648.0)      12,381.4
                                         =========      ========      =======    =========      =========
</TABLE>

                                     F - 106


<PAGE>


COMPANHIA DE BEBIDAS DAS AMERICAS - AMBEV

<TABLE>
<CAPTION>
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
AT DECEMBER 31
EXPRESSED IN MILLIONS OF REAIS, UNLESS OTHERWISE STATED
-----------------------------------------------------------------------------------------------------------------


(ii)  Condensed consolidated statements of operations



                                            AMBEV                                CONSOLIDATING
                                           HOLDING         CBB         OTHER       ADJUSTMENTS      CONSOLIDATED
                                          --------       ---------    --------   -------------      ------------

<S>                                         <C>             <C>         <C>       <C>                <C>

NET SALES                                                 6,971.2       542.3         (188.2)          7,325.3
Cost of sales                                            (3,145.0)     (347.7)         151.0          (3,341.7)
                                          --------       ---------    --------      ---------         ---------
GROSS PROFIT                                              3,826.2       194.6          (37.2)          3,983.6
                                          --------       ---------    --------      ---------         ---------

OPERATING INCOME (EXPENSES)
 Selling, general and administrative        (13.7)       (1,583.3)     (157.1)          32.3          (1,721.8)
 Depreciation and amortization of deferred                 (302.9)      (31.7)                          (334.6)
  charges
 Other operating income, net                 73.9            75.9        76.9          (27.2)            199.5
 Financial income (expenses), net           (25.7)       (2,416.0)    1,689.8            4.8            (747.1)
 Equity in earnings of affiliates         1,462.3                         123       (1,474.7)
                                          --------       ---------    --------      ---------         ---------

OPERATING INCOME                          1,496.8          (400.1)    1,784.8       (1,502.0)          1,379.5
                                          --------       ---------    --------      ---------         ---------

NON-OPERATING INCOME (EXPENSE), NET                         (33.6)      (15.9)         (22.6)            (72.1)
                                          --------       ---------    --------      ---------         ---------

INCOME BEFORE INCOME TAXES, PROFIT
  SHARING AND MINORITY INTEREST           1,496.8          (433.7)    1,768.9       (1,524.6)          1,307.4

Income tax benefit                           20.4           235.0        25.2                            280.6
                                          --------       ---------    --------      ---------         ---------

INCOME (LOSS) BEFORE PROFIT SHARING,
  CONTRIBUTIONS AND MINORITY INTEREST     1,517.2          (198.7)    1,794.1       (1,524.6)          1,588.0
    Employee and management
     profit sharing                          (6.9)         (105.4)                                      (112.3)
    Contributions to FAHZ                                   (12.8)                                       (12.8)
                                          --------       ---------    --------      ---------         ---------

INCOME (LOSS) BEFORE MINORITY INTEREST    1,510.3          (316.9)    1,794.1       (1,524.6)          1,462.9
 Minority interest                                          (17.5)       51.6           13.3              47.4
                                          --------       ---------    --------      ---------         ---------

NET INCOME (LOSS) FOR THE YEAR            1,510.3          (334.4)    1,845.7       (1,511.3)          1,510.3
                                          ========       =========    ========      =========         =========

</TABLE>


                                    F - 107

<PAGE>
COMPANHIA DE BEBIDAS DAS AMERICAS - AMBEV

<TABLE>
<CAPTION>
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
AT DECEMBER 31
EXPRESSED IN MILLIONS OF REAIS, UNLESS OTHERWISE STATED
------------------------------------------------------------------------------------------------------------------


(iii)  Condensed consolidated statement of cash flows


                                              AMBEV                                CONSOLIDATING
                                            HOLDING          CBB         OTHER       ADJUSTMENTS    CONSOLIDATED
                                          ---------       --------     --------    -------------    ------------

<S>                                         <C>             <C>         <C>         <C>               <C>



NET CASH PROVIDED BY OPERATING ACTIVITIES     496.2        1.307.2      1,069.4       (129.7)         2,743.1
                                          ---------       --------     --------     --------         --------

CASH FLOWS FROM INVESTING ACTIVITIES
 Investments in affiliates and
  subsidiaries, net of cash acquired           88.1         (163.3)        (0.4)                        (75.6)
 Acquisitions and proceeds on disposal of                   (456.5)       (65.8)                       (522.3)
  property, plant and equipment, net                          43.3         55.0                          98.3
 Expenditures on deferred charges                            (45.5)                                     (45.5)
                                          ---------       --------     --------     --------         --------

Net cash provided by (used in)
 investing activities                          88.1         (622.0)       (11.2)                       (545.1)
                                          ---------       --------     --------     --------         --------

CASH FLOWS FROM FINANCING ACTIVITIES
 Loans and financing
  Issuance                                                   549.9         44.5         25.7            620.1
  Repayments, including interest               (0.3)      (2,665.8)      (259.2)                     (2,925.3)
 Capital subscription                          32.8         (447.9)       444.1                          29.0
 Repurchase of own shares for treasury       (337.1)                                                   (337.1)
 Capital increase of minority interests in
  subsidiaries                                                10.5                                       10.5
 Dividends and interest attributed to
  shareholders' equity paid                  (290.4)        (149.2)                    104.0           (335.6)
 Advances to employees for
  purchase of shares                           10.8           15.4                                       26.2
                                          ---------       --------     --------     --------         --------

Net cash provided by (used in)               (584.2)      (2,687.1)       229.4        129.7         (2,912.2)
 financing activities

Effects of exchange rate changes on cash                   1,007.1                                    1,007.2

NET INCREASE (DECREASE) IN CASH AND
 CASH EQUIVALENTS                               0.1         (994.7)     1,287.6                         293.0

Cash and cash equivalents,
 at beginning of year                                      2,093.0        383.5                       2,476.5
                                          ---------       ---------    --------     --------         --------

CASH AND CASH EQUIVALENTS AT END OF YEAR        0.1        1,098.3      1,671.1                       2,769.5
                                          =========       ========     ========     ========        =========
</TABLE>

                                     F - 108


<PAGE>

COMPANHIA DE BEBIDAS DAS AMERICAS - AMBEV

<TABLE>
<CAPTION>
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
AT DECEMBER 31
EXPRESSED IN MILLIONS OF REAIS, UNLESS OTHERWISE STATED
------------------------------------------------------------------------------------------------------------------



(b)  CONSOLIDATING SCHEDULES FOR THE YEAR ENDED DECEMBER 31, 2001

(i)  Condensed consolidated balance sheet



                                             AMBEV                                CONSOLIDATING
                                            HOLDING         CBB         OTHER       ADJUSTMENTS     CONSOLIDATED
                                          ---------       --------     --------   -------------     ------------

<S>                                         <C>             <C>         <C>       <C>                <C>

ASSETS

 Current asset
  Cash and equivalents                                    2,028.6       447.9                           2,476.5
  Short-term investments                                                 86.4                              86.4
  Trade accounts receivable, net                            810.3        52.7          (60.4)             802.6
  Receivable from affiliates                              1,434.5     1,492.7       (2,927.2)
  Taxes recoverable                         69.4            248.3        18.3                             336.0
  Inventories                                               723.0        83.7                             806.7
  Dividends and interest attributed to
    shareholders' equity receivable        146.7              6.8                     (153.5)
  Other                                      3.0            133.9        39.9                             176.8
                                         --------        ---------    --------      ---------         ---------
                                           219.1          5,385.4     2,221.6       (3,141.1)           4,685.0
                                         --------        ---------    --------      ---------         ---------

 Non-current assets
  Receivables from affiliates companies      0.1            532.5        85.0         (582.7)              34.9
  Deferred income tax                      119.3          1,010.0        31.0                           1,160.3
  Other taxes recoverable                   78.2            250.0         4.9                             333.1
  Other                                     92.4            604.3         9.7                             706.4
                                         --------        ---------    --------      ---------         ---------
                                           290.0          2,396.8       130.6         (582.7)           2,234.7
                                         --------        ---------    --------      ---------         ---------

Permanent assets
 Investments
  CBB                                    2,390.0                                    (2,390.0)
  Goodwill and negative goodwill, net      473.6             83.0        60.9                             617.5
  Investments in affiliates - 100% voting
    shares interest                      1,289.9                                    (1,289.9)
  Other investments less than 100% voting
    shares interest                        126.7             36.7                     (163.4)
  Other                                      1.2             34.4         3.1            6.3               45.0
                                         --------        ---------    --------      ---------         ---------
                                         4,281.4            117.4       100.7       (3,837.0)             662.5
                                         --------        ---------    --------      ---------         ---------

  Property, plant and equipment                           2,938.8       337.7            1.3            3,277.8
  Deferred charges                                          131.7        37.1                             168.8
                                         --------        ---------    --------      ---------         ---------
                                         4,281.4          3,187.9       475.5       (3,835.7)           4,109.1
                                         --------        ---------    --------      ---------         ---------

TOTAL ASSETS                             4,790.5         10,970.1     2,827.7       (7,559.5)          11,028.8
                                         ========        =========    ========      =========         =========

</TABLE>

                                     F - 109


<PAGE>
COMPANHIA DE BEBIDAS DAS AMERICAS - AMBEV

<TABLE>
<CAPTION>
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
AT DECEMBER 31
EXPRESSED IN MILLIONS OF REAIS, UNLESS OTHERWISE STATED
------------------------------------------------------------------------------------------------------------------


Condensed consolidated balance sheet (continued)



                                             AMBEV                                CONSOLIDATING
                                            HOLDING         CBB         OTHER       ADJUSTMENTS     CONSOLIDATED
                                          ---------       --------     -------     ------------     ------------
<S>                                         <C>             <C>         <C>            <C>               <C>

LIABILITIES AND SHAREHOLDERS' EQUITY

 Current liabilities
  Suppliers                                                531.1        87.3           (47.2)            571.2
  Payable to affiliates                     770.4           19.2     1,273.0        (2,062.6)
  Payroll and related charges                19.7          116.9         5.3                             141.9
  Loans and financing                         0.4        1,573.6       146.0                           1,720.0
  Taxes payable                              21.9          614.1        37.5                             673.5
  Dividends and interest attributed
    to shareholders' equity payable         177.4          157.1                      (152.1)            182.4
  Other                                                     95.5        14.8            12.7             123.0
                                         --------       --------    --------       ---------         ---------
                                            989.8        3,107.5     1,563.9        (2,249.2)          3,412.0
                                         --------       --------     -------       ---------         ---------
 Long-term liabilities
  Loans and financing                                    2,819.0        30.3             0.1           2,849.4
  Payable to affiliates                                  1,473.5                    (1,473.5)
  Accrued liability for contingencies       131.8          663.4        20.3                             815.5
  Sales tax deferrals                                      347.0                                         347.0
  Post-retirement benefits                                  53.4                                          53.4
  Deferred income tax                                       28.8         2.7                              31.5
  Other                                     147.5           67.3         0.5          (147.7)             67.6
                                         --------       --------    --------       ---------         ---------
                                            279.3        5,452.4        53.8        (1,621.1)          4,164.4
                                         --------       --------    --------       ---------         ---------
 Minority interest                                         171.3        65.9          (148.3)             88.9
                                         --------       --------    --------       ---------         ---------
 Shareholder's equity                     3,521.4        2,238.9     1,144.1        (3,540.9)          3,363.5
                                         --------       --------     -------       ---------         ---------
TOTAL LIABILITIES AND
  SHAREHOLDERS' EQUITY                    4,790.5       10,970.1     2,827.7        (7,559.5)         11,028.8
                                         ========       ========    ========       =========         =========

</TABLE>

                                     F - 110


<PAGE>

(ii)  Condensed consolidated statements of operations

<TABLE>
<CAPTION>


                                             AMBEV                                CONSOLIDATING
                                            HOLDING         CBB        OTHER       ADJUSTMENTS      CONSOLIDATED
                                           --------      ---------    -------      -----------      ------------

<S>                                         <C>             <C>         <C>         <C>                <C>


NET SALES                                                 6,812.3      511.3         (798.0)          6,525.6
                                         --------       ---------    -------       ---------        ---------
Cost of sales                                            (3,884.0)    (276.3)         794.1          (3,366.2)
                                         --------       ---------    -------       ---------        ---------
GROSS PROFIT                                              2,928.3      235.0           (3.9)          3,159.4

OPERATING INCOME (EXPENSES)
  Selling, general and administrative       (25.1)       (1,321.2)    (180.7)          (0.1)         (1,527.1)
  Depreciation and amortization of
     deferred charges                                      (230.4)     (26.1)                          (256.5)
  Other operating income, net               (86.9)          143.4      (13.7)          75.5             118.3
  Financial income (expense), net            (8.2)         (874.2)     379.3                           (503.1)
  Equity in earning (losses) in affiliates  917.1                       (3.2)        (913.9)
                                         --------       ---------    -------       ---------        ---------

                                            796.9        (2,282.4)     155.6         (838.5)         (2,168.4)
                                         --------       ---------    -------       ---------        ---------
OPERATING INCOME                            796.9           645.9      390.6         (842.4)            991.0

NON-OPERATING INCOME (EXPENSE), NET           1.9            (7.4)      (1.7)           9.5               2.3
                                         --------       ---------    -------       ---------        ---------

INCOME BEFORE INCOME TAXES PROFIT
  SHARING, CONTRIBUTIONS AND                798.8           638.5      388.9         (832.9)            993.3
     MINORITY INTEREST

Income tax benefit (expense)                 15.9           (26.8)      12.3          (53.3)            (51.9)
                                         --------       ---------    -------       ---------        ---------

INCOME BEFORE PROFIT SHARING
  CONTRIBUTIONS AND MINORITY INTEREST       814.7           611.7      401.2         (886.2)            941.4

     Employee and management profit
       sharing                              (12.8)          (68.5)                                      (81.3)
     Contributions to FAHZ                  (17.3)          (58.5)                                      (75.8)
                                         --------       ---------    -------       ---------        ---------

INCOME BEFORE MINORITY INTEREST             784.6           484.7      401.2         (886.2)            784.3
  Minority interest                                         (31.6)      10.5           21.4               0.3
                                         --------       ---------    -------       ---------        ---------
NET INCOME FOR THE YEAR                     784.6           453.1      411.7         (864.8)            784.6
                                         ========       =========    =======       =========        =========

</TABLE>

                                    F - 111


<PAGE>


COMPANHIA DE BEBIDAS DAS AMERICAS - AMBEV

<TABLE>
<CAPTION>
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
AT DECEMBER 31
EXPRESSED IN MILLIONS OF REAIS, UNLESS OTHERWISE STATED
-----------------------------------------------------------------------------------------------------------------


(iii)  Condensed consolidated statement of cash flows



                                                 AMBEV                             CONSOLIDATING
                                                 HOLDING    CBB       OTHER        ADJUSTMENTS      CONSOLIDATED
                                                -------  ---------   --------      ------------     ------------

<S>                                              <C>         <C>         <C>         <C>                <C>

NET CASH PROVIDED BY OPERATING ACTIVITIES         80.0    (168.6)     1,184.8            236.3        1,332.5
                                                -------  ---------   --------           ------      ---------
CASH FLOWS FROM INVESTING ACTIVITIES
  Receivables from affiliated companies           183.2     382.3      (423.4)          (384.3)       (242.2)
  Investments in affiliates and subsidiaries,
     net of cash acquired                         (98.4)    (62.8)      (58.9)                        (220.1)
  Cash acquired on the IBANN transaction          275.1    (275.1)
  Appraised rights paid to IBANN shareholders
  Acquisitions and proceeds on disposal of
     property, plant and equipment, net                    (350.9)      (53.8)                        (404.7)
  Expenditures on deferred charges                          (80.0)       (2.6)                         (82.6)

Net cash provided by (used in)
  investing activities                            359.9    (386.5)     (538.7)          (384.3)       (949.6)
                                                -------  ---------   --------           ------      ---------

CASH FLOWS FROM FINANCING ACTIVITIES
  Loans and financing
     Issuance                                      0.4    3,251.6                          3.2       3,255.2
     Repayments, including interest                      (1,157.8)    (217.4)             31.3      (1,343.9)
  Capital subscription                            80.8                                                  80.8
  Repurchase of own shares for treasury         (155.6)     (91.1)                                    (246.7)
  Premium received on sale of stock option         4.9                                                   4.9
  Capital increase of minority interests in
     subsidiaries                                            (6.3)                        3.9           (2.4)
  Dividends and interest attributed to
     shareholders' equity paid                  (315.8)    (107.3)                      109.7         (313.4)
  Advances to employees for
     purchase of shares                          (54.6)      38.1                                      (16.5)
                                                -------  ---------   --------           ------      ---------

Net cash provided by (used in)
  financing activities                          (439.9)   1,927.2    (217.4)            148.1        1,418.0
                                                -------  ---------   --------           ------      ---------

Effects of exchange rate
  changes on cash                                           100.2                                      100.2

NET INCREASE (DECREASE) IN CASH AND
  CASH EQUIVALENTS                                        1,472.3     428.7               0.1        1,901.1
                                                -------  ---------   --------           ------      ---------

Cash and cash equivalents,
  at beginning of year                                      556.3      19.2              (0.1)         575.4
                                                -------  ---------   --------           ------      ---------
CASH AND CASH EQUIVALENTS AT END OF YEAR                  2,028.6     447.9                          2,476.5
                                                =======  =========   ========           ======      =========
</TABLE>

                                    F - 112

<PAGE>


COMPANHIA DE BEBIDAS DAS AMERICAS - AMBEV

<TABLE>
<CAPTION>
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
AT DECEMBER 31
EXPRESSED IN MILLIONS OF REAIS, UNLESS OTHERWISE STATED
----------------------------------------------------------------------------------------------------------------------


(c)  CONSOLIDATING SCHEDULES FOR THE YEAR ENDED DECEMBER 31, 2000

(i)  Condensed consolidated balance sheet

                                       AMBEV                                             CONSOLIDATING
                                      HOLDING        BRAHMA      ANTARCTICA    OTHER     ADJUSTMENTS    CONSOLIDATED
                                     ---------     --------      ----------    -----    -------------   ------------
<S>                                   <C>            <C>          <C>           <C>      <C>                <C>
 Current Asset
  Cash and cash equivalents                           488.7         86.7                                     575.4
  Short-term investments                              452.9                                                  452.9
  Trade accounts receivable, net                      497.9        186.6                                     684.5
  Taxes recoverable                       26.6        154.9         65.5                                     247.0
  Inventories                                         426.8        164.2                                     591.0
  Other                                    2.5        106.9         27.4                                     136.8
                                     ---------    ---------      -------       -----    ------------     ---------
                                          29.1      2,128.1        530.4                                   2,687.6
                                     ---------    ---------      -------       -----    ------------     ---------

Long-term assets
 Receivables from affiliated companies              1,594.6                                 (1,546.6)         48.0
 Deferred income tax                      38.7        374.9        582.5                                     996.1
 Other taxes recoverable                                           288.0                                     288.0
 Other                                                286.8        168.2                                     455.0
                                     ---------    ---------      -------       -----    ------------     ---------
                                          38.7      2,256.3      1,038.7                    (1,546.6)      1,787.1
                                     ---------    ---------      -------       -----    ------------     ---------

Permanent Assets
 Investments
  Goodwill and negative goodwill, net    573.2         41.6                                    614.8
  Investments in affiliates -
    100% voting shares interest
     - Brahma                          2,545.6                                              (2,545.6)
     - Antarctica                        246.0                                                (246.0)
    Other                                              32.2         12.6                                      44.8
                                     ---------    ---------      -------       -----    ------------     ---------

                                       3,364.8         73.8         12.6                    (2,791.6)        659.6
 Property, plant and equipment                      1,757.2      1,496.6                       (49.5)      3,204.3
 Deferred charges                                     154.0        147.1                                     301.1
                                     ---------    ---------      -------       -----    ------------     ---------

                                       3,364.8      1,985.0      1,656.3                    (2,841.1)      4,165.0
                                     ---------    ---------      -------       -----    ------------     ---------

TOTAL ASSETS                           3,432.6      6,369.4      3,225.4                    (4,387.7)      8,639.7
                                     =========    =========      =======       =====    ============     =========
</TABLE>


                                    F - 113


<PAGE>


COMPANHIA DE BEBIDAS DAS AMERICAS - AMBEV

<TABLE>
<CAPTION>
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
AT DECEMBER 31
EXPRESSED IN MILLIONS OF REAIS, UNLESS OTHERWISE STATED
----------------------------------------------------------------------------------------------------------------------


Condensed consolidated balance sheet (continued)


                                       AMBEV                                             CONSOLIDATING
                                      HOLDING        BRAHMA     ANTARCTICA     OTHER     ADJUSTMENTS     CONSOLIDATED
                                     ---------     --------     ----------     -----     -------------   ------------
<S>                                   <C>            <C>          <C>           <C>      <C>                <C>


LIABILITIES AND SHAREHOLDERS' EQUITY

 Current liabilities
  Suppliers                                2.6        439.8        136.8                                       579.2
  Payable to affiliates                   54.7          3.4      1,371.3       117.2        (1,546.6)
  Payroll and related charges              3.7         90.1         18.3                         3.6           115.7
  Loans and financing                                 996.3        269.0                                     1,265.3
  Taxes payable                                       354.2        126.7                         1.8           482.7
  Dividends and interest attributed
    to shareholders' equity payable      156.5         82.7          1.8                       (81.7)          159.3
  Other                                    8.2         79.3          7.5         2.3             0.1            97.4
                                     ---------    ---------      -------       -----      ----------      ----------

                                         225.7      2,045.8      1,931.4       119.5        (1,622.8)        2,699.6
                                     ---------    ---------      -------       -----      ----------      ----------

 Long-term liabilities
  Loans and financing                                 850.0         77.6                                       927.6
  Accrued liability for contingencies                 415.4        492.7                       (30.1)          878.0
  Sales tax deferrals                                 470.0                                                    470.0
  Deferred income tax                                  24.3         28.9                                        53.2
  Other                                  119.4          4.3         17.5                      (119.5)           21.7
                                     ---------    ---------      -------       -----      ----------      ----------
                                         119.4      1,764.0        616.7                      (149.6)        2,350.5
                                     ---------    ---------      -------       -----      ----------      ----------

 Minority interest                                     81.2        431.3                                       512.5
                                     ---------    ---------      -------       -----      ----------        --------

 Shareholders' equity                  3,087.5      2,478.3        246.0      (119.5)       (2,615.3)        3,077.0
                                     ---------    ---------      -------       -----      ----------        --------

TOTAL LIABILITIES AND
 SHAREHOLDERS' EQUITY                  3,432.6      6,369.3      3,225.4                    (4,387.7)        8,639.6
                                     =========    =========      =======       =====    ============       =========

</TABLE>


                                    F - 114

<PAGE>

COMPANHIA DE BEBIDAS DAS AMERICAS - AMBEV

<TABLE>
<CAPTION>
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
AT DECEMBER 31
EXPRESSED IN MILLIONS OF REAIS, UNLESS OTHERWISE STATED
-------------------------------------------------------------------------------------------------------------------------------


(ii)  Condensed consolidated statement of operations



                                              AMBEV                                            CONSOLIDATING
                                            HOLDING         BRAHMA    ANTARCTICA      OTHER     ADJUSTMENTS       CONSOLIDATED
                                            -------       --------    ----------     -------   -------------           -------
<S>                                        <C>             <C>          <C>           <C>        <C>                 <C>


NET SALES                                                  4,044.1      1,340.3                   (134.0)           5,250.4
Cost of sales                                             (2,140.7)      (837.0)                   134.0           (2,843.7)
                                            -------      ---------    ---------     --------    --------           -------

GROSS PROFIT                                               1,903.4        503.3                                     2,406.7
                                            -------      ---------    ---------     --------    --------           -------

OPERATING INCOME (EXPENSES)
 Selling, general and administrative          (58.9)        (859.7)      (371.3)                     1.3           (1,288.6)
 Depreciation and amortization of deferred
  charges                                                   (107.9)       (94.4)                                     (202.3)
 Other operating income, net                  (90.7)        (130.7)      (125.1)                    86.4             (260.1)
 Financial income (expense), net               (5.2)          33.5       (306.6)       (45.7)                        (324.0)
 Equity in earning of affiliates              645.5                         0.8                   (646.5)              (0.2)
                                            -------      ---------    ---------     --------    --------           -------
                                              490.7       (1,064.8)      (896.6)       (45.7)     (558.8)          (2,075.2)
                                            -------      ---------    ---------     --------    --------           -------

OPERATING INCOME (LOSS)                       490.7          838.6       (393.3)       (45.7)     (558.8)             331.5

NON-OPERATING INCOME (EXPENSE), NET           (53.3)          64.3         45.0                      3.1               52.9

INCOME BEFORE INCOME TAX, PROFIT SHARING
  CONTRIBUTIONS AND MINORITY INTEREST         437.4          902.9       (348.3)       (45.7)     (561.9)             384.4
                                            -------      ---------    ---------     --------    --------           -------

Income tax benefit (expense)                   35.1          105.2        265.1                                       405.4
                                            -------      ---------    ---------     --------    --------           -------

INCOME (LOSS) BEFORE PROFIT SHARING
  CONTRIBUTIONS AND MINORITY INTEREST         472.5        1,008.1        (83.2)       (45.7)     (561.9)             789.8

  Employee and management profit sharing       (2.3)         (48.0)        (3.4)                                      (53.7)
                                            -------      ---------    ---------     --------    --------           -------

INCOME (LOSS) BEFORE MINORITY INTEREST        470.2          960.1        (86.6)       (45.7)     (561.9)             736.1
 Minority interest                                             7.1         (7.2)                  (265.8)            (265.9)
                                            -------      ---------    ---------     --------    --------           -------

NET INCOME (LOSS) FOR THE YEAR                470.2          967.2        (93.8)       (45.7)     (827.7)             470.2
                                            =======      =========    =========     ========    ========           =======

</TABLE>
                                    F - 115

<PAGE>
COMPANHIA DE BEBIDAS DAS AMERICAS - AMBEV

<TABLE>
<CAPTION>
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
AT DECEMBER 31
EXPRESSED IN MILLIONS OF REAIS, UNLESS OTHERWISE STATED
--------------------------------------------------------------------------------------------------------------------------------


(iii)Condensed consolidated statement of cash flows



                                             AMBEV                                               CONSOLIDATING
                                            HOLDING        BRAHMA     ANTARCTICA     OTHER        ADJUSTMENTS       CONSOLIDATED
                                            -------      ---------    ----------    --------     -------------           -------
 <S>                                        <C>             <C>          <C>           <C>        <C>                 <C>



NET CASH PROVIDED BY OPERATING
 ACTIVITIES                                   135.3        1,354.7         11.3                      (258.1)          (1,243.2)
                                           --------     ----------    ---------     --------       --------          ---------

CASH FLOWS FROM INVESTING ACTIVITIES
  Receivables from affiliated companies                   (1,495.7)                                 1,495.7
  Investments in affiliates and
  subsidiaries, net of cash acquired                         (22.3)                                                      (22.3)
  Acquisitions and proceeds on disposal
  of property, plant and equipment, net                     (169.0)       111.9                         7.5              (49.6)
  Expenditures on deferred charges                           (22.1)        (6.7)                                           (28.8)
                                           --------     ----------    ---------     --------       --------      --------------

Net cash provided by (used in) investing                  (1,709.1)       105.2                     1,503.2             (100.7)
 activities
                                           --------     ----------    ---------     --------       --------      --------------

CASH FLOWS FROM FINANCING ACTIVITIES
 Loans and financing
  Issuance                                                   633.4        281.5                      (101.5)             813.4
  Repayments, including interest                          (1,028.0)    (1,698.5)                                        (2,726.5)
  Related parties loans                                                 1,371.2                    (1,371.2)
 Repurchase of own shares for treasury                       (10.5)                                                      (10.5)
 Capital increase of minority in
  subsidiaries                                               139.5                                                       139.5
 Dividends, return of capital and interest
  attributed to shareholders' equity paid    (135.3)        (275.4)       (38.0)                      227.6             (221.1)
 Advances to employees for purchase of
   shares                                                    (60.5)                                                      (60.5)
                                           --------     ----------    ---------     --------       --------      --------------

Net cash used in financing activities        (135.3)        (601.5)       (83.8)                   (1,245.1)          (2,065.7)

EFFECTS OF EXCHANGE RATES CHANGES
 ON CASH                                                      28.3                                                        28.3

NET INCREASE (DECREASE) IN CASH AND CASH
 EQUIVALENTS                                                (927.6)        32.7                                           (894.9)

Cash and cash equivalents, at beginning of
  year                                                     1,416.3         54.0                     1,470.3
                                           --------     ----------    ---------     --------       --------      --------------
CASH AND CASH EQUIVALENTS AT END OF
 YEAR                                                        488.7         86.7                                            575.4
                                           ========     ==========    =========     ========       ========    ==============

</TABLE>


                            *          *          *

                                     F - 116